Modifications etc. (not altering text)
C1Pt. XXIV (ss. 704-715) applied (with modifications) (6.1.1997) by S.I. 1996/2827, reg. 4, Sch. 1
(1)For the purposes of the registration of companies under the Companies Acts, there shall continue to be offices in England and Wales and in Scotland, at such places as the Secretary of State thinks fit.
(2)The Secretary of State may appoint such registrars, assistant registrars, clerks and servants as he thinks necessary for that purpose, and may make regulations with respect to their duties, and may remove any persons so appointed.
(3)The salaries of the persons so appointed continue to be fixed by the Secretary of State, with the concurrence of the Treasury, and shall be paid out of money provided by Parliament.
(4)The Secretary of State may direct a seal or seals to be prepared for the authentication of documents required for or in connection with the registration of companies; and any seal so prepared is referred to in this Act as the registrar’s official seal.
(5)Wherever any act is by the Companies Acts directed to be done to or by the registrar of companies, it shall (until the Secretary of State otherwise directs) be done to or by the existing registrar of companies in England and Wales or in Scotland (as the case may be), or to or by such person as the Secretary of State may for the time being authorise.
(6)In the event of the Secretary of State altering the constitution of the existing registration offices or any of them, any such act shall be done to or by such officer and at such place with reference to the local situation of the registered offices of the companies to be registered as the Secretary of State may appoint.
Modifications etc. (not altering text)
C2S. 704(5) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 paras. 15, 16, 17
S. 704(5) amended (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para.10.
(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 from time to time determine.
(3)The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him 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; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of section 351(1)(a) as to the use of the company’s registered number on business letters and order forms is satisfied by the use of either the old number or the new.
(5)In this section “company” includes—
(a)any oversea company which has complied with section 691 (delivery of statutes to registrar, &c.), other than a company which appears to the registrar not to have a place of business in Great Britain; and
(b)any body to which any provision of this Act applies by virtue of section 718 (unregistered companies).]
Textual Amendments
F1S. 705 substituted by Companies Act 1989 (c. 40, SIF 27), ss. 145, 213(2), Sch. 19 para. 14
Modifications etc. (not altering text)
C3S. 705(2) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 paras. 15, 16, 17
Yn ddilys o 01/01/1993
(1)For each company to which section 690A applies the registrar, shall keep, in such form as he thinks fit, a register of the branches registered by the company under paragraph 1 of Schedule 21A.
(2)The registrar shall allocate to every branch registered by him under this section a number, which shall be known as the branch’s registered number.
(3)Branches’ registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may from time to time determine.
(4)The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him necessary.
(5)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; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of section 693(2) as to the use of the branch’s registered number on business letters and order forms is satisfied by the use of either the old number or the new.
(6)Where an oversea company to which section 690A applies files particulars, in any circumstances permitted by this Act, by:
(i)adopting particulars already filed in respect of another branch; or
(ii)including in one document particulars which are to relate to two or more branches,
the registrar shall ensure that the particulars concerned become part of the registered particulars of each branch concerned.]
Textual Amendments
F2S. 705A inserted (1.1.1993) by S.I. 1992/3179, reg. 3(2).
(1)This section applies to the delivery to the registrar under any provision of the Companies Acts of documents in legible form.
(2)The document must—
(a)state in a prominent position the registered number of the company to which it relates,
(b)satisfy any requirements prescribed by regulations for the purposes of this section, and
(c)conform to such requirements as the registrar may specify for the purpose of enabling him to copy the document.
(3)If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.
(4)Where the registrar serves such a notice, then, unless a replacement document—
(a)is delivered to him within 14 days after the service of the notice, and
(b)complies with the requirements of this section (or section 707) or is not rejected by him for failure to comply with those requirements,
the original document shall be deemed not to have been delivered to him.
But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar’ notice.
(5)Regulations made for the purposes of this section may make different provision with respect to different descriptions of document.]
Textual Amendments
F3S. 706 substituted by Companies Act 1989 (c. 40, SIF 27), ss. 125(1), 213(2)
Modifications etc. (not altering text)
C4S. 706 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 18
C5S. 706(1) amended (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para.10.
(1)This section applies to the delivery to the registrar under any provision of the Companies Acts of documents otherwise than in legible form.
(2)Any requirement to deliver a document to the registrar, or to deliver a document in the prescribed form, is satisfied by the communication to the registrar of the requisite information in any non-legible form prescribed for the purposes of this section by regulations or approved by the registrar.
(3)Where the document is required to be signed or sealed, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.
(4)The document must—
(a)contain in a prominent position the registered number of the company to which it relates,
(b)satisfy any requirements prescribed by regulations for the purposes of this section, and
(c)be furnished in such manner, and conform to such requirements, as the registrar may specify for the purpose of enabling him to read and copy the document.
(5)If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.
(6)Where the registrar serves such a notice, then, unless a replacement document—
(a)is delivered to him within 14 days after the service of the notice, and
(b)complies with the requirements of this section (or section 706) or is not rejected by him for failure to comply with those requirements,
the original document shall be deemed not to have been delivered to him.
But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar’s notice.
(7)The Secretary of State may by regulations make further provision with respect to the application of this section in relation to instantaneous forms of communication.
(8)Regulations made for the purposes of this section may make different provision with respect to different descriptions of document and different forms of communication, and as respects delivery to the registrar for England and Wales and delivery to the registrar for Scotland.]
Textual Amendments
F4S. 707 substituted by Companies Act 1989 (c. 40, SIF 27), ss. 125(2), 213(2)
Modifications etc. (not altering text)
C6S. 707 extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 18
C7S. 707(1) amended (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para.10.
(1)The information contained in a document delivered to the registrar under the Companies Acts may be recorded and kept by him in any form he thinks fit, provided it is possible to inspect the information and to produce a copy of it in legible form.
This is sufficient compliance with any duty of his to keep, file or register the document.
(2)The originals of documents delivered to the registrar in legible form shall be kept by him for ten years, after which they may be destroyed.
(3)Where a company has been dissolved, the registrar may, at any time after the expiration of two years from the date of the dissolution, direct that any records in his custody relating to the company may be removed to the Public Record Office; and records in respect of which such a direction is given shall be disposed of in accordance with the enactments relating to that Office and the rules made under them.
This subsection does not extend to Scotland.
(4)In subsection (3) “company” includes a company provisionally or completely registered under the Joint Stock Companies Act 1844.]
Textual Amendments
F5S. 707A inserted (1.7.1991 subject to transitional provisions in art. 3 of the commencing S.I.) by Companies Act 1989 (c. 40, SIF 27), ss. 126(1), 213(2), 215(2); S.I. 1991/488, arts. 2, 3
Modifications etc. (not altering text)
C8S. 707A applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C9Ss. 706, 707A, 707B applied (8.10.2004) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 3
C10S. 707A(1) amended (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para.10.
Yn ddilys o 22/12/2000
(1)Electronic communications may be used for the delivery of any document to the registrar under any provision of the Companies Acts (including delivery of a document in the prescribed form), provided that such delivery is in such form and manner as is directed by the registrar.
(2)Where the document is required under any provision of the Companies Acts to be signed or sealed, it shall instead be authenticated in such manner as is directed by the registrar.
(3)The document must contain in a prominent position—
(a)the name and registered number of the company to which it relates, or
(b)if the document is delivered under Part XXIII, the registered number of the branch or place of business of the company to which it relates.
(4)If a document is delivered to the registrar which does not comply with the requirements imposed by or under this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.
(5)Where the registrar serves such a notice, then unless a replacement document—
(a)is delivered to him within 14 days after the service of the notice, and
(b)complies with the requirements of this section (or section 706) or is not rejected by him for failure to comply with those requirements,
the original document shall be deemed not to have been delivered to him.
But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar’s notice.
(6)In this section references to the delivery of a document include references to the forwarding, lodging, registering, sending or submission of a document and to the giving of a notice, and cognate expressions are to be construed accordingly.]
Textual Amendments
F6S. 707B inserted (22.12.2000) by S.I. 2000/3373, art. 27
Modifications etc. (not altering text)
C11S. 707B applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C12Ss. 706, 707A, 707B applied (8.10.2004) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 3
(1)The Secretary of State may by regulations made by statutory instrument require the payment to the registrar of companies of such fees as may be specified in the regulations in respect of—
(a)the performance by the registrar of such functions under the Companaies Acts as may be so specified, including the receipt by him of [F7any document which under those Acts is required to be delivered to him].
(b)the inspection of documents . . . F8 kept by him under those Acts.
(2)A statutory instrument containing regulations under this section requiring the payment of a fee in respect of a matter for which no fee was previously payable, or increasing a fee, shall be laid before Parliament after being made and shall cease to have effect at the end of the period of 28 days beginning with the day on which the regulations were made (but without prejudice to anything previously done under the regulations or to the making of further regulations) unless in that period the regulations are approved by resolution of each House of Parliament.
In reckoning that period of 28 days no account is to be taken of any time during which Parliament is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.
(3)A statutory instrument containing regulations under this section, where subsection (2) does not apply, is subject to annulment in pursuance of a resolution of either House of Parliament.
(4)Fees paid to the registrar under the Companies Acts shall be paid into the Consolidated Fund.
(5)It is hereby declared that the registrar may charge a fee for any services provided by him otherwise than in pursuance of an obligation on him by law.
Textual Amendments
F7Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 127(2)(a), 213(2)
F8Words repealed by Companies Act 1989 (c. 40, SIF 27), ss. 127(2)(b), 212, 213(2), Sch. 24
Modifications etc. (not altering text)
C13S. 708 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C14S. 708(1)(a)(4) amended (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para.10.
(1)Any person may inspect any records kept by the registrar for the purposes of the Companies Acts and may require—
(a)a copy, in such form as the registrar considers appropriate, of any information contained in those records, or
(b)a certified copy of, or extract from, any such record.
(2)The right of inspection extends to the originals of documents delivered to the registrar in legible form only where the record kept by the registrar of the contents of the document is illegible or unavailable.
(3)A copy of or extract from a record kept at any of the offices for the registration of companies in England and Wales or Scotland, certified in writing by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of any document delivered to him under the Companies Acts, is in all legal proceedings admissible in evidence as of equal validity with the original document and as evidence of any fact stated therein of which direct oral evidence would be admissible.
In England and Wales this is subject to compliance with any applicable rules of court under section 5 of the Civil Evidence Act 1968 or section 69(2) of the Police and Criminal Evidence Act 1984 (which relate to evidence from computer records).
(4)Copies of or extracts from records furnished by the registrar may, instead of being certified by him in writing to be an accurate record, be sealed with his official seal.
(5)No process for compelling the production of a record kept by the registrar shall issue from any court except with the leave of the court; and any such process shall bear on it a statement that it is issued with the leave of the court.]
Textual Amendments
F9Ss. 709-710A substituted for ss. 709, 710 (1.7.1991) by 1989 c. 40, ss. 126(2), 213(2); S.I. 1991/488, arts. 2(1), 3
Modifications etc. (not altering text)
C15S. 709(1)(3) amended (12.2.1992) by S.I. 1992/225, reg. 121, Sch. 8 para.10.
Any person may require a certificate of the incorporation of a company, signed by the registrar or authenticated by his official seal.]
Textual Amendments
F10Ss. 709-710A substituted (1.7.1991) for ss. 709 and 710 by Companies Act 1989 (c. 40, SIF 27), ss. 126(2), 213(2); S.I. 1991/488, arts. 2(1), 3
Modifications etc. (not altering text)
C16S. 710 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)Any requirement of the Companies Acts as to the supply by the registrar of a document may, if the registrar thinks fit, be satisfied by the communication by the registrar of the requisite information in any non-legible form prescribed for the purposes of this section by regulations or approved by him.
(2)Where the document is required to be signed by him or sealed with his official seal, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.]
Textual Amendments
F11Ss. 709 - 710A substituted (1. 7. 1991) for ss. 709 and 710 by Companies Act 1989 (c. 40, SIF 27), ss. 126(2), 213(2); S.I. 1991/488, arts. 2(1), 3
Modifications etc. (not altering text)
C17S. 710A applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
Yn ddilys o 25/01/1994
(1)This section applies to any document which—
(a)is delivered to the registrar under this Act or the Insolvency Act 1986, and
(b)relates to a company (whether already registered or to be registered) whose memorandum states that its registered office is to be situated in Wales.
(2)A document to which this section applies may be in Welsh but, subject to subsection (3), shall on delivery to the registrar be accompanied by a certified translation into English.
(3)The requirement for a translation imposed by subsection (2) shall not apply—
(a)to documents of such descriptions as may be prescribed for the purposes of this paragraph, or
(b)to documents 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.
(4)Where by virtue of subsection (3) the registrar receives a document in Welsh without a certified translation into English, he shall, if that document is to be available for inspection, himself obtain such a translation; and that translation shall be treated as delivered to him in accordance with the same provision as the original.
(5)A company whose memorandum states that its registered office is to be situated in Wales may deliver to the registrar a certified translation into Welsh of any document in English which relates to the company and which is or has been delivered to the registrar.
(6)The provisions within subsection (7) (which require certified translations into English of certain documents delivered to the registrar) shall not apply where a translation is required by subsection (2) or would be required but for subsection (3).
(7)The provisions within this subsection are section 228(2)(f), the second sentence of section 242(1), sections 243(4), 272(5) and 273(7) and paragraph 7(3) of Part II of Schedule 9.
(8)In this section “certified translation” means a translation certified in the prescribed manner to be a correct translation.]
Textual Amendments
F12S. 710B inserted (25.1.1994 for certain purposes and otherwise 1.2.1994) by 1993 c. 38, s. 30(6); S.I. 1994/115, art. 2
Modifications etc. (not altering text)
C18S. 710B applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
(1)The registrar of companies shall cause to be published in the Gazette notice of the issue or receipt by him of documents of any of the following descriptions (stating in the notice the name of the company, the description of document and the date of issue or receipt)—
(a)any certificate of incorporation of a company,
(b)any document making or evidencing an alteration in a company’s memorandum or articles,
(c)any notification of a change among the directors of a company,
(d)any copy of a resolution of a public company which gives, varies, revokes or renews an authority for the purposes of section 80 (allotment of relevant securities),
(e)any copy of a special resolution of a public company passed under section 95(1), (2) or (3) (disapplication of pre-emption rights),
(f)any report under section 103 or 104 as to the value of a non-cash asset,
(g)any statutory declaration delivered under section 117 (public company share capital requirements),
(h)any notification (given under section 122) of the redemption of shares.
(j)any statement or notice delivered by a public company under section 128 (registration of particulars of special rights),
(k)any documents delivered by a company under [F13section 242(1) (accounts and reports)],
(l)a copy of any resolution or agreement to which section 380 applies and which—
(i)states the rights attached to any shares in a public company, other than shares which are in all respects uniform (for purposes of section 128) with shares previously allotted, or
(ii)varies rights attached to any shares in a public company, or
(iii)assigns a name or other designation, or a new name or designation, to any class of shares in a public company,
(m)any return of allotments of a public company,
(n)any notice of a change in the situation of a company’s registered office,
(p)any copy of a winding-up order in respect of a company,
(q)any order for the dissolution of a company on a winding up,
(r)any return by a liquidator of the final meeting of a company on a winding up.
[F14(s)any copy of a draft of the terms of a scheme delivered to the registrar of companies under paragraph 2(1) of Schedule 15A,
(t)any copy of an order under section 425(2) or section 427 in respect of a compromise or arrangement to which section 427A(1) applies.]
(2)In section 42 “official notification” means—
(a)in relation to anything stated in a document of any of the above descriptions, the notification of that document in the Gazette under this section, and
(b)in relation to the appointment of a liquidator in a voluntary winding up, the notification of it in the Gazette under [F15section 109 of the Insolvency Act];
and “officially notified” is to be construed accordingly.
Textual Amendments
F13Words substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9, Sch. 3 para. 1) by Companies Act 1989 (c. 40, SIF 27), ss. 23, 213(2), Sch. 10 para. 14
F14S. 711(1)(s)(t) added by S.I. 1987/1991, art. 2(b), Sch.
F15Words substituted by Insolvency Act 1986 (c. 45, SIF 66), s. 439(1), Sch. 13 Pt. I
Modifications etc. (not altering text)
C19S. 711 applied with modifications by S.I. 1985/680, regs. 4–6, Sch.
(1)A person shall not be taken to have notice of any matter merely because of its being disclosed in any document kept by the registrar of companies (and thus available for inspection) or made available by the company for inspection.
(2)This does not affect the question whether a person is affected by notice of any matter by reason of a failure to make such inquiries as ought reasonably to be made.
(3)In this section “document” includes any material which contains information.
(4)Nothing in this section affects the operation of—
(a)section 416 of this Act (under which a person taking a charge over a company’s property is deemed to have notice of matters disclosed on the companies charges register), or
(b)section 198 of the Law of Property Act M11925 as it applies by virtue of section 3(7) of the Land Charges Act M2 1972 (under which the registration of certain land charges under Part XII, or Chapter III of Part XXIII, of this Act is deemed to constitute actual notice for all purposes connected with the land affected).]
Textual Amendments
F16S. 711A inserted (prosp.) by Companies Act 1989 (c. 40, SIF 27), ss. 142(1), 213(2), 215(2)
Marginal Citations
Textual Amendments
F17S. 712 repealed (1.7.1991) by Companies Act 1989 (c. 40, SIF 27), ss. 127(3), 212, 213(2), Sch. 24; S.I. 1991/488, art. 2(4)
(1)If a company, having made default in complying with any provision of the Companies Acts which requires it to [F18deliver a document to the registrar of companies], or to give notice to him of any matter, fails to make good the default within 14 days after the service of a notice on the company requiring it to do so, the court may, on an application made to it by any member or creditor of the company or by the registrar of companies, make an order directing the company and any officer of it to make good the default within such time as may be specified in the order.
(2)The court’s order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of it responsible for the default.
(3)Nothing in this section prejudices the operation of any enactment imposing penalties on a company or its officers in respect of any such default as is mentioned above.
Textual Amendments
F18Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 127(4), 213(2)
Modifications etc. (not altering text)
C20S. 713 applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I
C21S. 713 applied (8.10.2004) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 4
C22S. 713 applied (temp.) (15.12.2007) by The Companies (Cross-Border Mergers) Regulations 2007 (S.I. 2007/2974), reg. 4, Sch. 1 para. 2
(1)The registrar of companies shall keep an index of the names of the following bodies—
(a)companies as defined by this Act,
(b)companies incorporated outside Great Britain which have complied with section 691 and which do not appear to the registrar of companies not to have a place of business in Great Britain,
(c)incorporated and unincorporated bodies to which any provision of this Act applies by virtue of section 718 (unregistered companies),
(d)limited partnerships registered under the M3Limited Partnerships Act 1907
(e)companies within the meaning of the M4Companies Act (Northern Ireland) 1960,
(f)companies incorporated outside Northern Ireland which have complied with section 356 of that Act (which corresponds with section 691 of this Act), and which do not appear to the registrar not to have a place of business in Northern Ireland, and
(g)societies registered under the M5Industrial and Provident Societies Act 1965 or the M6Industrial and Provident Societies Act (Northern Ireland) 1969.
(2)The Secretary of State may by order in a statutory instrument vary subsection (1) by the addition or deletion of any class of body, except any within paragraph (a) or (b) of the subsection, whether incorporated or unincorporated; and any such statutory instrument is subject to annulment in pursuance of a resolution of either House of Parliament.
Modifications etc. (not altering text)
C23S. 714(1) extended (with modifications) by S.I. 1989/638, regs. 18, 21, Sch. 4 para. 19
Marginal Citations
M31907 7 Edw. 7 c. 24
Textual Amendments
F19S. 715 repealed (1.7.1991) by Companies Act 1989 (c. 40, SIF 27), ss. 127(3), 212, 213(2), Sch. 24; S.I. 1990/488, art. 2(4)
(1)In this Part— “document” includes information recorded in any form; and “legible”, in the context of documents in legible or non-legible form, means capable of being read with the naked eye.
(2)References in this Part to delivering a document include sending, forwarding, producing or (in the case of a notice) giving it.]
Textual Amendments
F20S. 715A inserted by Companies Act 1989 (c. 40, SIF 27), ss. 127(1), 213(2)
Modifications etc. (not altering text)
C24S. 715A applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 4, Sch. 2 Pt. I