Companies Act 2006

Part 35 U.K. The registrar of companies

Modifications etc. (not altering text)

C1 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2 Pt. 35 applied (with modifications) (31.12.2020) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 3 para. 3; 2020 c. 1, Sch. 5 para. 1(1)

C3 Pt. 35 modified (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 para. 5(b) (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4, 21(7)(a))

C4 Pt. 35 modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 6(1)(3)

C5 Pt. 35 applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 2 para. 5(3)

C6 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

U.K.

[F1 Scheme of this Part U.K.

Textual Amendments

F1 S. 1059A and preceding cross-heading inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 3

1059A Scheme of this Part U.K.

(1) The scheme of this Part is as follows.

(2) The following provisions apply generally (to the registrar, to any functions of the registrar, or to documents delivered to or issued by the registrar under any enactment, as the case may be)—

• sections 1060(1) and (2) and 1061 F2 to 1063 F3 (the registrar),

• sections [F4 1068] [F4 1067A] to 1071 (delivery of documents to the registrar),

• sections 1072 to 1076 (requirements for proper delivery),

• sections 1080(1), (4) and (5) and 1092 (keeping and production of records),

• [F5 section 1081A (registrar’s objectives to promote integrity of registers etc),]

• section 1083 (preservation of original documents),

• [F6 section 1084A (recording optional information on register),]

• [F7 sections 1092A to 1092C (powers to require further information),]

• sections 1108 to 1110 (language requirements: transliteration),

• [F8 sections 1110E to 1110G (disclosure of information),]

• sections 1111 and 1114 to 1119 (supplementary provisions).

• [F9 section 1112B (false statement offences: national security etc defence).]

(3) The following provisions apply in relation to companies (to companies or for the purposes of the Companies Acts, as the case may be)—

• section 1060(3) and (4) (references to the registrar in the Companies Acts),

• sections 1064 F10 and 1065 F11 (certificates of incorporation),

• section 1066 F12 (companies' registered numbers),

• sections 1077 to [F13 1079A (public notice of certain information)],

• sections 1080(2) and (3), 1081 F14 , 1082 F15 and 1084 F16 (the register),

• sections 1085 to 1091 F17 (inspection of the register),

• sections 1093 to 1098 F18 (correction or removal of material on the register),

• [F19 sections 1098A to 1098H (authorised corporate service providers),]

• section 1106 F20 (voluntary filing of translations),

• [F21 sections 1110A and 1110B (identity verification),]

• [F22 sections 1112, 1112A and 1113 (enforcement).]

(4) The following provisions apply as indicated in the provisions concerned—

• section 1067 (registered numbers of UK establishments of overseas companies),

• sections 1099 to 1101 (the registrar's index of company names),

• sections 1102 to 1105 and 1107 F23 (language requirements: translation).

• [F24 section 1110C (identity verification: exemption on national security grounds),]

• [F25 section 1110D (power to require businesses to report discrepancies),]

(5) 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.]

Textual Amendments

F2 By virtue of article 6 of S.I. 2009/317, the references in section 1061 to the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) are to be read as including a reference to Parts 2 and 3 of the Banking Act 2009 (c. 1).

F3 Section 1063 was applied for the purposes of S.I. 2007/2974 by regulation 4 of those Regulations.

F4 Word in s. 1059A(2) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 72(3), 219(1)(2)(b)

F5 Words in s. 1059A(2) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 1(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(a)

F6 Words in s. 1059A(2) inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 95(2), 164(3)(h)(i)

F7 Words in s. 1059A(2) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 83(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z25)

F8 Words in s. 1059A(2) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 94(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z36)

F9 Words in s. 1059A(2) inserted (26.10.2023 for specified purposes, 15.1.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 103(2), 219(1)(2)(b); S.I. 2023/1206, reg. 3(d)

F10 Section 1064 was applied to limited liability partnerships by regulation 61 of S.I. 2009/1804.

F11 Section 1065 was applied to limited liability partnerships by regulation 61 of S.I. 2009/1804.

F12 Section 1066 was applied to limited liability partnerships by regulation 62 of S.I. 2009/1804.

F13 Words in s. 1059A(3) substituted (7.7.2014) by The Companies Act 2006 (Interconnection of Registers) Order 2014 (S.I. 2014/1557), arts. 1, 3

F14 Section 1081 was applied for the purposes of S.I. 2007/2974 by regulation 4 of those Regulations, and was applied to limited liability partnerships by regulation 64 of S.I. 2009/1804.

F15 Section 1082 was applied to limited liability partnerships by regulation 64 of S.I. 2009/1804.

F16 Section 1084 was applied to limited liability partnerships by regulation 65 of S.I. 2009/1804.

F17 Sections 1085 to 1091 were applied to limited liability partnerships by regulation 66 of S.I. 2009/1804.

F18 Sections 1093 to 1098 were applied to limited liability partnerships by regulation 67 of S.I. 2009/1804.

F19 Words in s. 1059A(3) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 66(2), 219(1)(2)(b)

F20 Section 1106 was applied for the purposes of S.I. 2007/2974 by regulation 4 of those Regulations, and was applied to limited liability partnerships by regulation 68 of S.I. 2009/1804.

F21 Words in s. 1059A(3) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 65(2), 219(1)(2)(b)

F22 Words in s. 1059A(3) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 102(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z40)

F23 Sections 1102 to 1105 and 1107 were applied for the purposes of S.I. 2007/2974 by regulation 4 of those Regulations, and sections 1103 to 1107 were applied to limited liability partnerships by regulation 68 of S.I. 2009/1804. By virtue of article 6 of S.I. 2009/317, the references in section 1102 to the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989 are to be read as including a reference to Parts 2 and 3 of the Banking Act 2009.

F24 Words in s. 1059A(4) inserted (26.10.2023 for specified purposes, 15.1.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 67(2), 219(1)(2)(b); S.I. 2023/1206, reg. 3(c)

F25 Words in s. 1059A(4) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 87(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z29)

The registrar U.K.

1060 The registrar U.K.

(1) There shall continue to be—

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

(b) a registrar of companies for Scotland, and

(c) a registrar of companies for Northern Ireland.

(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.

Modifications etc. (not altering text)

C7 S. 1060(1)(2) applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C8 S. 1060(1)(2) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I1 S. 1060 wholly in force at 1.10.2009; s. 1060 not in force at Royal Assent, see s. 1300; s. 1060 in force for specified purposes at 6.4.2007 by S.I. 2006/3428, art. 4(3)(a) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1060 in force otherwise at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1061 The registrar's functions U.K.

(1) The registrar shall continue—

[F26 (a) to perform the functions conferred on the registrar by or under the Companies Acts or any other enactment, 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) F27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) References in this Act to the functions of the registrar are to functions within subsection (1)(a) or (b).

Textual Amendments

F26 S. 1061(1)(a) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 4(a)

F27 S. 1061(2) omitted (1.10.2009) by virtue of The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 4(b)

Modifications etc. (not altering text)

C9 Ss. 1061-1063 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C10 Ss. 1061-1063 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I2 S. 1061 wholly in force at 1.10.2009; s. 1061 not in force at Royal Assent, see s. 1300; s. 1061 in force for specified purposes at 6.4.2007 by S.I. 2006/3428, art. 4(3)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1061 in force otherwise at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1062 The registrar's official seal U.K.

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

Modifications etc. (not altering text)

C11 Ss. 1061-1063 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C12 Ss. 1061-1063 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

[F28 1062A Analysis of information for the purposes of crime prevention or detection U.K.

(1) The registrar must carry out such analysis of information within the registrar’s possession as the registrar considers appropriate for the purposes of preventing or detecting crime.

(2) See also section 1110F (which, among other things, allows the registrar to disclose information to other public authorities).]

Textual Amendments

F28 S. 1062A inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 92, 219(1)(2)(b); S.I. 2024/269, reg. 2(z34)

1063 Fees payable to registrar U.K.

(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

(c) the inspection, or provision of copies, of documents kept by the registrar.

(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;

(c) specify the person by whom any fee payable under the regulations is to be paid;

(d) specify when and how fees are to be paid.

[F29 (3A) In deciding what provision to make under subsection (3)(a), the Secretary of State may take into account any costs incurred or likely to be incurred by any person for the purposes of the carrying out of—

(a) any function of the Secretary of State under or in connection with—

• the Limited Partnerships Act 1907;

• Part 14 of the Companies Act 1985;

• the Company Directors Disqualification Act 1986;

• the Limited Liability Partnerships Act 2000;

• Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022;

• this Act;

(b) any function of a Northern Ireland department under or in connection with the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4));

(c) any function of the Secretary of State under or in connection with regulations under section 1 of the Sanctions and Anti-Money Laundering Act 2018 that make provision in connection with licences of the kind mentioned in section 15(3A) of that Act;

(d) any function of the Secretary of State under or in connection with the Insolvency Act 1986, so far as relating to bodies corporate or other firms;

(e) any function of a Northern Ireland department under or in connection with the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), so far as relating to bodies corporate or other firms;

(f) any function carried out by the Insolvency Service on behalf of the Secretary of State in connection with the detection, investigation or prosecution of offences, or the recovery of the proceeds of crime, so far as relating to bodies corporate or other firms;

(g) any function carried out by the Insolvency Service in Northern Ireland on behalf of a Northern Ireland department in connection with the detection, investigation or prosecution of offences, or the recovery of the proceeds of crime, so far as relating to bodies corporate or other firms.]

(4) Regulations under [F30 subsection (1)] 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.

[F31 (6A) The Secretary of State may by regulations amend—

(a) the reference in subsection (3A)(f) to functions carried out by the Insolvency Service on behalf of the Secretary of State, so long as the functions referred to are functions of the Secretary of State that are of a similar nature;

(b) the reference in subsection (3A)(g) to functions carried out by the Insolvency Service in Northern Ireland on behalf of a Northern Ireland department, so long as the functions referred to are functions of a Northern Ireland department that are of a similar nature.

(6B) Regulations under subsection (6A) are subject to affirmative resolution procedure.]

(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).

Textual Amendments

F29 S. 1063(3A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 93(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z35)

F30 Words in s. 1063(4) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 93(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z35)

F31 S. 1063(6A)(6B) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 93(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z35)

Modifications etc. (not altering text)

C13 S. 1063 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(2)}

C14 Ss. 1061-1063 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C15 Ss. 1061-1063 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I3 S. 1063 wholly in force at 1.10.2009; s. 1063 not in force at Royal Assent, see s. 1300; s. 1063 in force for specified purposes at 20.1.2007 and wholly in force for E.W.S. at 6.4.2007 by S.I. 2006/3428, arts. 3(3), 4(1)(a)(4) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 para. 6); s. 1063 in force at 1.10.2009 insofar as not already in force by S.I. 2008/2860, art. 3(r) (with arts 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

Certificates of incorporation U.K.

1064 Public notice of issue of certificate of incorporation U.K.

(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

(c) any provision of Part 7 (re-registration),

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

Modifications etc. (not altering text)

C16 S. 1064 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 61 (with reg. 60, Sch. 1 paras. 28, 34, 35)

C17 S. 1064 applied (1.10.2009) by The Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437), reg. 12(5) (with transitional provisions and savings in reg. 24)

C18 S. 1064 modified (31.12.2020) by S.I. 2004/2326, reg. 12B (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 8 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

1065 Right to certificate of incorporation U.K.

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.

Modifications etc. (not altering text)

C19 S. 1065 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 61 (with reg. 60, Sch. 1 paras. 28, 34, 35)

C20 S. 1065 modified (31.12.2020) by S.I. 2004/2326, reg. 12B (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 8 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Registered numbers U.K.

1066 Company's registered numbers U.K.

(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.

Modifications etc. (not altering text)

C21 S. 1066 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 62 (with reg. 60)

C22 S. 1066 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 18 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C23 S. 1066 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 58

C24 S. 1066 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(d), 42 (with regs. 1(2), 3(c))

C25 S. 1066(1)-(5) applied by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 1 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 38) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 11, 46 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

1067 Registered numbers of [F32 UK establishments] of overseas company U.K.

(1) The registrar shall allocate to every [F33 UK establishment] of an overseas company whose particulars are registered under section 1046 a number, which shall be known as [F34 the UK establishment's registered number].

(2) [F35 The registered numbers of UK establishments of overseas companies] 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 [F36 the registered number of a UK establishment] 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 [F37 the UK establishment's registered number] imposed by regulations under section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.

[F38 (6) In this Part “ establishment ”, in relation to an overseas company, means—

(a) a branch within the meaning of the Eleventh Company Law Directive ( 89/666/ EEC ) F39 , or

(b) a place of business that is not such a branch,

and “ UK establishment ” means an establishment in the United Kingdom. ]

Textual Amendments

F32 Words in s. 1067 heading substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(a)

F33 Words in s. 1067(1) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(b)(i)

F34 Words in s. 1067(1) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(b)(ii)

F35 Words in s. 1067(2) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(c)

F36 Words in s. 1067(4) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(d)

F37 Words in s. 1067(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(e)

F38 S. 1067(6) added (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 5(f)

F39 OJ L 395, 30.12.1989, p. 36.

[F40 Who may deliver documents to the registrar U.K.

Textual Amendments

F40 S. 1067A and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 72(4), 219(1)(2)(b)

1067A Delivery of documents: identity verification requirements etc U.K.

(1) An individual may not deliver a document to the registrar on their own behalf unless—

(a) their identity is verified (see section 1110A), and

(b) the document is accompanied by a statement to that effect.

(2) An individual (A) may not deliver a document to the registrar on behalf of another person (B) who is of a description specified in column 1 of the following table unless—

(a) the individual is of a description specified in the corresponding entry in column 2, and

(b) the document is accompanied by the statement specified in the corresponding entry in column 3.

	1	2	3
	Description of person on whose behalf document delivered (B)	Description of individual who may deliver document on B’s behalf (A)	Accompanying statement
1	Firm	Individual who is an officer or employee of the firm and whose identity is verified (see section 1110A).	Statement by A— (a) that A is an officer or employee of the firm, (b) that A is delivering the document on the firm’s behalf, and (c) that A’s identity is verified.
2	Firm	Individual who is an officer or employee of a corporate officer of the firm and whose identity is verified.	Statement by A— (a) that A is an officer or employee of a corporate officer of the firm, (b) that A is delivering the document on the firm’s behalf, and (c) that A’s identity is verified.
3	Firm	Individual who is an authorised corporate service provider (see section 1098A).	Statement by A— (a) that A is an authorised corporate service provider, and (b) that A is delivering the document on the firm’s behalf.
4	Firm	Individual who is an officer or employee of an authorised corporate service provider.	Statement by A— (a) that A is an officer or employee of an authorised corporate service provider, and (b) that A is delivering the document on the firm’s behalf.
5	Individual	Individual whose identity is verified.	Statement by A— (a) that A is delivering the document on B’s behalf, and (b) that A’s identity is verified.
6	Individual	Individual who is an authorised corporate service provider.	Statement by A— (a) that A is an authorised corporate service provider, and (b) that A is delivering the document on B’s behalf.
7	Individual	Individual who is an officer or employee of an authorised corporate service provider.	Statement by A— (a) that A is an officer or employee of an authorised corporate service provider, and (b) that A is delivering the document on B’s behalf.

(3) In relation to a corporate officer that has only corporate officers, the reference in row 2 of the table to an individual who is one of its officers is to—

(a) an individual who is an officer of one of those corporate officers, or

(b) if the officers of those corporate officers are all corporate officers, an individual who is an officer of any of the corporate officers’ corporate officers,

and so on until there is at least one individual who is an officer.

(4) The Secretary of State may by regulations—

(a) create exceptions to subsections (1) or (2) (which may be framed by reference to the person by whom or on whose behalf a document is delivered or by reference to descriptions of document or in any other way);

(b) amend this section for the purpose of changing the effect of the table in subsection (2).

(5) Regulations under subsection (4)(a)—

(a) may require any document delivered to the registrar in reliance on an exception to be accompanied by a statement;

(b) may amend this section.

(6) The Secretary of State may by regulations make provision requiring a statement delivered to the registrar under subsection (2) to be accompanied by additional statements or additional information in connection with the subject-matter of the statement.

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

(8) In this section “corporate officer” means an officer that is not an individual.]

[F41 1067B Disqualification from delivering documents U.K.

(1) An individual who is a disqualified person may not deliver documents to the registrar on their own behalf or on behalf of another.

(2) An individual may not deliver a document to the registrar on behalf of a disqualified person unless—

(a) the individual is an authorised corporate service provider (see section 1098A), or

(b) the individual is an officer or employee of an authorised corporate service provider.

(3) A document delivered to the registrar must be accompanied by the following two statements made by the individual delivering it.

(4) The first is a statement that the individual is not a disqualified person.

(5) The second is—

(a) a statement that the individual is delivering the document on their own behalf,

(b) a statement that the individual is delivering the document on behalf of another person who is not a disqualified person, or

(c) a statement that the individual is delivering the document on behalf of a disqualified person.

(6) For the purpose of this section “disqualified person” means a person who is disqualified under the directors disqualification legislation (see section 159A(2)).

(7) The Secretary of State may by regulations amend this section for the purposes of changing who may deliver a document to the registrar on behalf of a disqualified person.

(8) Regulations under subsection (7) are subject to the affirmative procedure.]

Textual Amendments

F41 S. 1067B inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 73, 219(1)(2)(b)

Delivery of documents to the registrar U.K.

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

(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;

[F42 (c) require the document to contain or be accompanied by the name or registered number (or both) of the company (or other body) to which it relates.]

(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);

(c) the address to which the document is to be sent;

(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).

[F43 (4A) Any requirements under subsection (4)(b) to (d) must be imposed by means of registrar’s rules.]

F44 (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F44 (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F44 (6A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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.

Textual Amendments

F42 S. 1068(3)(c) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 6

F43 S. 1068(4A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(2)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z17)

F44 S. 1068(5)-(6A) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(2)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z17)

Modifications etc. (not altering text)

C26 S. 1068 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(a)}

C27 S. 1068 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(a)}

C28 Ss. 1068-1071 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C29 Ss. 1068-1071 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I4 S. 1068 wholly in force at 1.10.2009; s. 1068 not in force at Royal Assent, see s. 1300; s. 1068(5) wholly in force and s. 1068(1)-(4)(6)(7) in force for specified purposes at 1.1.2007 by S.I. 2006/3428, art. 2 (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); and for certain further purposes at 15.12.2007 by S.I. 2007/2194, art. 4(1) (with art. 12) (as amended by S.I. 2007/2974, reg. 4(5)); s. 1068 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F45 1068A Registrar’s rules requiring documents to be delivered together U.K.

(1) Registrar’s rules may provide for circumstances where—

(a) a person who is required to deliver two or more documents to the registrar must deliver them together;

(b) a person who wishes to deliver two or more documents authorised to be delivered to the registrar is required to deliver them together (so that, for example, if one document is delivered on its own, the others cannot be delivered on a later occasion);

(c) a person who wishes to deliver one or more documents authorised to be delivered to the registrar is required to deliver them together with one or more documents that the person is required to deliver to the registrar (so that, for example, if a document that is required to be delivered has been delivered on its own, the documents that are authorised to be delivered cannot be delivered on a later occasion).

(2) Provision may not be made under subsection (1)(a) that would have the effect of requiring any document to be delivered earlier than it would otherwise be required to be delivered.]

Textual Amendments

F45 S. 1068A inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 78(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z20)

[F46 1069 Power to require delivery by electronic means U.K.

(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.]

Textual Amendments

F46 S. 1069 omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(3), 219(1)(2)(b)

Modifications etc. (not altering text)

C30 Ss. 1068-1071 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C31 Ss. 1068-1071 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I5 S. 1069 wholly in force at 1.10.2009; s. 1069 not in force at Royal Assent, see s. 1300; s. 1069 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1069 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1070 Agreement for delivery by electronic means U.K.

(1) The registrar may agree with a company [F47 (or other body)] that documents relating to the company [F47 (or other body)] 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.

Textual Amendments

F47 Words in S. 1070(1) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 7

Modifications etc. (not altering text)

C32 Ss. 1068-1071 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C33 Ss. 1068-1071 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1071 Document not delivered until received U.K.

(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.

Modifications etc. (not altering text)

C34 Ss. 1068-1071 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C35 Ss. 1068-1071 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Requirements for proper delivery U.K.

1072 Requirements for proper delivery U.K.

(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;

[F48 (aa) any applicable requirements as regards who may deliver a document to the registrar;]

F49 (b) any applicable requirements under—

• section 1068 (registrar's requirements as to form, authentication and manner of delivery),

• [F49 section 1068A (rules requiring documents to be delivered together),]

• [F50 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).

Textual Amendments

F48 S. 1072(1)(aa) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 74, 219(1)(2)(b)

F49 Words in s. 1072(1)(b) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 78(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z20)

F50 Words in s. 1072(1)(b) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(4), 219(1)(2)(b)

Modifications etc. (not altering text)

C36 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C37 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1073 Power to accept documents not meeting requirements for proper delivery U.K.

(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 [F51 regulations under section 1094A(1)] [F52 or any corresponding provision of any other enactment] 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.

Textual Amendments

F51 Words in s. 1073(6)(a) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

F52 Words in s. 1073(6)(a) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 170(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z54)

Modifications etc. (not altering text)

C38 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C39 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

[F53 1073A Power to reject documents for discrepancies U.K.

(1) The registrar may refuse to accept (and register) a document if—

(a) it appears to the registrar to be inconsistent with other information that is held by or available to the registrar, and

(b) in light of the inconsistency, the registrar has reasonable grounds to doubt whether it complies with any requirement as to its contents.

(2) A document is refused by giving notice of the refusal to the person by whom the document was delivered to the registrar.

(3) A document that is refused by the registrar is treated for the purposes of any provision authorising or requiring its delivery as not having been delivered.]

Textual Amendments

F53 S. 1073A inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 79, 219(1)(2)(b); S.I. 2024/269, reg. 2(z21)

1074 Documents containing unnecessary material U.K.

(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.

Modifications etc. (not altering text)

C40 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C41 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

F54 1075 Informal correction of document U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F54 S. 1075 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 80(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z22)

1076 Replacement of document not meeting requirements for proper delivery U.K.

(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 [F55 (or other body)] to which the original document relates,

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 [F56 section 859M (rectification of register)]).

Textual Amendments

F55 Words in s. 1076(2)(b) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 9

F56 Words in s. 1076(4) substituted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(3) (with reg. 6)

Modifications etc. (not altering text)

C42 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C43 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Public notice of receipt of certain documents U.K.

1077 Public notice of receipt of certain documents U.K.

(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 [F57 an enhanced disclosure document] (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.

Textual Amendments

F57 Words in s. 1077(1) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 16; 2020 c. 1, Sch. 5 para. 1(1)

Modifications etc. (not altering text)

C44 S. 1077 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(b)}

C45 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 63 (with reg. 60) (as amended (with effect in accordance with reg. 3 of the amending S.I.) by The Reports on Payments to Governments Regulations 2014 (S.I. 2014/3209), regs. 1(2), 20(2) and as amended (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 6)

C46 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 19 (with transitional provisions and savings in regs. 7, 9, Sch. 2) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 23 and as amended (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 3)

C47 S. 1077 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C48 S. 1077(1)(2) applied (with modifications) by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

Commencement Information

I6 S. 1077 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1078 [F58 Enhanced disclosure documents] U.K.

(1) [F59 The enhanced disclosure documents are as follows.]

F60 ...

(2) In the case of every company—

• Constitutional documents

• 1. The company's memorandum and articles.

• 2. Any amendment of the company's articles (including every resolution or agreement required to be embodied in or annexed to copies of the company's articles issued by the company).

• 3. After any amendment of the company's articles, the text of the articles as amended.

• 4. Any notice of a change of the company's name.

• Directors

• 1. The statement of proposed officers required on formation of the company.

• 2. Notification of any change among the company's directors.

• 3. Notification of any change in the particulars of directors required to be delivered to the registrar.

• [F61 Accounts and reports etc]

• 1. All documents required to be delivered to the registrar under section 441 (annual accounts and reports).

• [F62 1A. All documents delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).]

• 2. [F63 Any confirmation statement delivered by the company under section 853A.]

• Registered office

• Notification of any change of the company's registered office.

• Winding up

• 1. Copy of any winding-up order in respect of the company.

• 2. Notice of the appointment of liquidators.

• 3. Order for the dissolution of a company on a winding up.

• 4. Return by a liquidator of the final meeting of a company on a winding up.

(3) In the case of a public company—

• Share capital

• 1. Any statement of capital and initial shareholdings.

• 2. Any return of allotment and the statement of capital accompanying it.

• 3. Copy of any resolution under section 570 or 571 (disapplication of pre-emption rights).

• 4. Copy of any report under section 593 or 599 as to the value of a non-cash asset.

• 5. Statement of capital accompanying notice given under section 625 (notice by company of redenomination of shares).

• 6. Statement of capital accompanying notice given under section 627 (notice by company of reduction of capital in connection with redenomination of shares).

• 7. Notice delivered under section 636 (notice of new name of class of shares) or 637 (notice of variation of rights attached to shares).

• 8. Statement of capital accompanying order delivered under section 649 (order of court confirming reduction of capital).

• 9. Notification (under section 689) of the redemption of shares and the statement of capital accompanying it.

• 10. Statement of capital accompanying return delivered under section 708 (notice of cancellation of shares on purchase of own shares) or 730 (notice of cancellation of shares held as treasury shares).

• 11. Any statement of compliance delivered under section 762 (statement that company meets conditions for issue of trading certificate).

• [F64 12. Any statement delivered under section 762(1)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).]

• Mergers and divisions

• 1. Copy of any draft of the terms of a scheme required to be delivered to the registrar under section 906 or 921.

• 2. Copy of any order under [F65 section 899, 900, 901F or 901J] in respect of a compromise or arrangement to which Part 27 (mergers and divisions of public companies) applies.

[F66 (3A) In the case of a private company which applies to re-register as a public company, the statement delivered under section 94(2)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).]

(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 [F67 an enhanced disclosure document], 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.

[F68 (4A) Where a company is required by regulation 14 of the Reports on Payments to Governments Regulations 2014 to deliver to the registrar a report or consolidated report on payments to governments, that report or consolidated report.

(4B) Where a company is required by regulation 15 of the Reports on Payments to Governments Regulations 2014 to deliver to the registrar information on payments to governments which is contained in a report or consolidated report prepared in accordance with equivalent reporting requirements (within the meaning of those Regulations), that information. ]

(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.

Textual Amendments

F58 S. 1078 heading substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 17(a); 2020 c. 1, Sch. 5 para. 1(1)

F59 Words in s. 1078(1) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 17(b)(i); 2020 c. 1, Sch. 5 para. 1(1)

F60 Words in s. 1078(1) omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 17(b)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F61 Words in s. 1078(2) substituted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(5)(a), 164(1); S.I. 2016/321, reg. 6(b)

F62 Words in s. 1078(2) inserted (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 19

F63 Words in s. 1078(2) substituted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 93(5)(b), 164(1); S.I. 2016/321, reg. 6(b)

F64 Words in s. 1078(3) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 98(4)(a), 164(1); S.I. 2016/321, reg. 6(f)

F65 Words in s. 1078(3) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 38 (with ss. 2(2), 5(2))

F66 S. 1078(3A) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 98(4)(b), 164(1); S.I. 2016/321, reg. 6(f)

F67 Words in s. 1078(4)(a) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 17(c); 2020 c. 1, Sch. 5 para. 1(1)

F68 S. 1078(4A)(4B) inserted (with effect in accordance with reg. 3 of the amending S.I.) by The Reports on Payments to Governments Regulations 2014 (S.I. 2014/3209), regs. 1(2), 20(1)

Modifications etc. (not altering text)

C49 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 63 (with reg. 60) (as amended (with effect in accordance with reg. 3 of the amending S.I.) by The Reports on Payments to Governments Regulations 2014 (S.I. 2014/3209), regs. 1(2), 20(2) and as amended (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 6)

C50 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 19 (with transitional provisions and savings in regs. 7, 9, Sch. 2) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 23 and as amended (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 3)

Commencement Information

I7 S. 1078 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1079 Effect of failure to give public notice U.K.

(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 [F69 an enhanced disclosure document], 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)).

Textual Amendments

F69 Words in s. 1079(4)(b) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 18; 2020 c. 1, Sch. 5 para. 1(1)

Modifications etc. (not altering text)

C51 S. 1079 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(c)}

C52 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 63 (with reg. 60) (as amended (with effect in accordance with reg. 3 of the amending S.I.) by The Reports on Payments to Governments Regulations 2014 (S.I. 2014/3209), regs. 1(2), 20(2) and as amended (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 6)

C53 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 19 (with transitional provisions and savings in regs. 7, 9, Sch. 2) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 23 and as amended (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 3)

C54 S. 1079 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

Commencement Information

I8 S. 1079 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

F70 1079A Provision of information for publication on European e-Justice portal U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F70 S. 1079A omitted (31.12.2020) by virtue of The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 19; 2020 c. 1, Sch. 5 para. 1(1)

[F71 Notice of receipt of documents about new directors U.K.

Textual Amendments

F71 S. 1079B and cross-heading. inserted (10.10.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 101(1), 164(1) (with s. 101(2)); S.I. 2015/1689, reg. 4(b)

1079B Duty to notify directors U.K.

(1) This section applies whenever the registrar registers either of the following documents—

(a) the statement of proposed officers required on formation of a company, or

(b) notice under [F72 section 167 or 167D] [F72 section 167G] of a person having become a director of a company.

(2) As soon as reasonably practicable after registering the document, the registrar must notify—

(a) in the case of a statement of proposed officers, the person or each person named in the statement as a director of the company, or

(b) in the case of a notice under [F73 section 167 or 167D] [F73 section 167G], the person named in the document as having become a director of the company.

(3) The notice must—

(a) state that the person is named in the document as a director of the company, and

(b) include such information relating to the office and duties of a director (or such details of where information of that sort can be found) as the Secretary of State may from time to time direct the registrar to include.

(4) The notice may be sent in hard copy or electronic form to any address for the person that the registrar has received from either the subscribers or the company.]

Textual Amendments

F72 Words in s. 1079B(1)(b) substituted (26.10.2023 for specified purposes, 4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 29; S.I. 2024/269, reg. 2(z10)

F73 Words in s. 1079B(2)(b) substituted (26.10.2023 for specified purposes, 4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 29; S.I. 2024/269, reg. 2(z10)

The register U.K.

1080 The register U.K.

(1) The registrar shall continue to keep records of—

(a) the information contained in documents delivered to the registrar under any enactment,[F74 , and

(b) certificates issued by the registrar under any enactment.]

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

(3) Information deriving from [F75 an enhanced disclosure document (see section 1078) delivered to the registrar,] 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 [F76 or other registered body] is associated with [F77 that body], in such manner as the registrar may determine, so as to enable all the information relating to [F78 the body] to be retrieved.

Textual Amendments

F74 S. 1080(1)(b) and word substituted for s. 1080(1)(b)(c) (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(2)

F75 Words in s. 1080(3) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 20; 2020 c. 1, Sch. 5 para. 1(1)

F76 Words in s. 1080(5) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(a)

F77 Words in s. 1080(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(b)

F78 Words in s. 1080(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(c)

Modifications etc. (not altering text)

C55 S. 1080 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(d)}

C56 S. 1080 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(b)}

C57 S. 1080 applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 63A (as inserted by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 27; S.I. 2024/269, reg. 2(a))

C58 S. 1080(1) applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C59 S. 1080(1) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C60 S. 1080(2) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C61 S. 1080(4)(5) applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C62 S. 1080(4) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C63 S. 1080(4)(5) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I9 S. 1080 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1081 Annotation of the register U.K.

(1) The registrar must place a note in the register recording—

(a) the date on which a document is delivered to the registrar;

F79 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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.

[F80 (e) if a document is rectified under section 859M, the nature and date of rectification;

(f) if a document is replaced under section 859N, the fact that it has been replaced and the date of delivery of the replacement.]

[F81 [F82 (1A) If the registrar registers a document delivered by a company under section 128E that, by virtue of subsection (3)(a), (b) or (c) of that section, does not specify the relevant date, the registrar must place a note in the register recording as that date the date on which the document was registered by the registrar.]]

(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) [F83 [F84 or (1A)]], or in pursuance of regulations under subsection (2) [F85 or of any other enactment], are part of the register for all purposes of the Companies Acts.

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

Textual Amendments

F79 S. 1081(1)(b) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 80(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z22)

F80 S. 1081(1)(e)(f) inserted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(4) (with reg. 6)

F81 S. 1081(1A) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 23(2)

F82 S. 1081(1A) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 31(2); S.I. 2016/321, reg. 6(c)

F83 Words in s. 1081(6) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 23(3)

F84 Words in s. 1081(6) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 31(3); S.I. 2016/321, reg. 6(c)

F85 Words in s. 1081(6) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 19(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(o)

Modifications etc. (not altering text)

C64 S. 1081 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), reg. 4(1)(a) (with transitional provisions in Sch. 1 para. 2)

C65 S. 1081 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 64 (with reg. 60, Sch. 1 paras. 29, 34, 35) (as amended (6.4.2013) by S.I. 2013/618, reg. 3 (with reg. 8(4)); and (4.3.2024) by S.I. 2024/54, regs. 1(2)(a), 14; S.I. 2024/269, reg. 2)

C66 S. 1081 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 1 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {37})

C67 S. 1081 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 59

C68 S. 1081 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(e) (with regs. 1(2), 3(c))

C69 S. 1081 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

Commencement Information

I10 S. 1081 wholly in force at 1.10.2009; s. 1081 not in force at Royal Assent, see s. 1300; s. 1081 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1081 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F86 1081A Registrar’s objectives to promote integrity of registers etc U.K.

(1) The registrar must, in performing the registrar’s functions, seek to promote the following objectives.

• Objective 1

  Objective 1 is to ensure that any person who is required to deliver a document to the registrar does so (and that the requirements for proper delivery are complied with).

• Objective 2

  Objective 2 is to ensure that information contained in the register is accurate and that the register contains everything it ought to contain.

• Objective 3

  Objective 3 is to ensure that records kept by the registrar do not create a false or misleading impression to members of the public.

• Objective 4

  Objective 4 is to prevent companies and others from—

  (a)

  carrying out unlawful activities, or

  (b)

  facilitating the carrying out by others of unlawful activities.

(2) In Objective 2 the reference to “the register” includes any records kept by the registrar under any enactment.]

Textual Amendments

F86 S. 1081A inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 1(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(a)

Modifications etc. (not altering text)

C70 S. 1081A applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

1082 Allocation of unique identifiers U.K.

(1) The Secretary of State may [F87 by regulations] make provision for the use, in connection with the register [F88 or dealings with the registrar], 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,

[F89 (ba) is an authorised corporate service provider;

(bb) is an individual whose identity is verified,] 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 [F90 a statement of the person's name] [F90 any statement by or referring to the person]—

(i) a statement of the person's unique identifier, or

(ii) a statement that the person has not been allocated a unique identifier;

[F91 (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.]

[F91 (d) confer power on the registrar—

(i) to give a person a new unique identifier;

(ii) to discontinue the use of a unique identifier for a person who is allocated a new identifier or who has more than one.]

(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.

Textual Amendments

F87 Words in s. 1082(1) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 68(2)(a)(i), 219(1)(2)(b)

F88 Words in s. 1082(1) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 68(2)(a)(ii), 219(1)(2)(b)

F89 S. 1082(1)(ba)(bb) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 68(2)(a)(iii), 219(1)(2)(b)

F90 Words in s. 1082(2)(c) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 68(2)(b), 219(1)(2)(b)

F91 S. 1082(2)(d) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 68(2)(c), 219(1)(2)(b)

Modifications etc. (not altering text)

C71 S. 1082 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 64 (with reg. 60, Sch. 1 paras. 29, 34, 35)

C72 S. 1082 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 2 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 38) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 11, 46 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Commencement Information

I11 S. 1082 wholly in force at 1.10.2009; s. 1082 not in force at Royal Assent, see s. 1300; s. 1082 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1082 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1083 Preservation of original documents U.K.

(1) The originals of documents delivered to the registrar in hard copy form must be kept for [F92 two years] after they are received by the registrar, after which they may be destroyed provided the information contained in them has been [F93 recorded].

[F94 This is subject to section 1087(3) (extent of obligation to retain material not available for public inspection).] [F94 This is subject to—

(a) section 1087(3) (extent of obligation to retain material not available for public inspection);

(b) section 16A(2) of the Limited Partnerships Act 1907 (extent of obligation to retain material not available for public inspection);

(c) section 22(5) of the Economic Crime (Transparency and Enforcement) Act 2022 (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 [F93 recorded].

(3) This section applies to documents held by the registrar when this section comes into force as well as to documents subsequently received.

Textual Amendments

F92 Words in s. 1083(1) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 81, 219(1)(2)(b); S.I. 2024/269, reg. 2(z23)

F93 Words in s. 1083(1)(2) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 11

F94 Words in s. 1083(1) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 137(2), 219(1)(2)(b)

Modifications etc. (not altering text)

C73 S. 1083 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C74 S. 1083 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 17(2)(e)} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1084 Records relating to companies that have been dissolved etc E+W+N.I.

(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),

[F95 and a reference in this section to “the relevant date” is to the date on which the company was dissolved, the overseas company ceased to have that connection with the United Kingdom or the institution ceased to be within section 1050.]

[F96 (1A) The registrar need not make any information contained in records relating to the company or institution available for public inspection at any time after the end of the period of 20 years beginning with the relevant date.]

[F97 (2) The registrar of companies for England and Wales may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the company or institution that are held by the registrar are to be removed to the Public Record Office.

(2AA) The registrar of companies for Northern Ireland may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the company or institution that are held by the registrar are to be removed to the Public Record Office of Northern Ireland.

(3) Records in respect of which a direction is given under subsection (2) or (2A) are to be disposed of under the enactments relating to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland.]

(4) In subsection (1)(a) “company” includes a company provisionally or completely registered under the Joint Stock Companies Act 1844 (c. 110).

F98 (4A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F99 (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F95 Words in s. 1084(1) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(2)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

F96 S. 1084(1A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(2)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

F97 S. 1084(2)-(3) substituted for s. 1084(2)(3) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(2)(c), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

F98 S. 1084(4A) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(2)(d), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

F99 S. 1084(5) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(2)(d), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

Modifications etc. (not altering text)

C75 S. 1084 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(f) (with regs. 1(2), 3(c))

C76 S. 1084: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C77 S. 1084 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 3 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 38) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 11, 46 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C78 S. 1084 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 65 (with reg. 60) (as amended: (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(2); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 29; S.I. 2024/269, reg. 2(a))

[F100 1084A Recording of optional information on register U.K.

(1) The Secretary of State may make provision by regulations authorising a company or other body to deliver optional information of a prescribed description to the registrar.

(2) In this section “ optional information ”, in relation to a company or other body, means information about the company or body which, but for the regulations, the company or body would not be obliged or authorised under any enactment to deliver to the registrar.

(3) The regulations may, in particular, include provision—

(a) imposing requirements on a company or other body in relation to keeping any of its optional information recorded on the register up to date;

(b) about the consequences of a company or other body failing to do so.

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

Textual Amendments

F100 S. 1084A inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 95(1), 164(3)(h)(i)

Modifications etc. (not altering text)

C79 S. 1084A applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

Inspection etc of the register U.K.

1085 Inspection of the register U.K.

(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).

[F101 (3) This section has effect subject to—

• sections 64(6A), 67(1A), 73(7), 75(4A), 76(5B), 76A(9) and 76B(9) (which confer powers to suppress a company’s name that it has been directed or ordered to change);

• section 1084(1A) (records relating to dissolved companies etc);

• section 1087 (material not available for public inspection).]

Textual Amendments

F101 S. 1085(3) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 88, 219(1)(2)(b); S.I. 2024/269, reg. 2(z30)

Modifications etc. (not altering text)

C80 S. 1085 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 2 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 37)

C81 S. 1085 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C82 S. 1085 applied by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

C83 S. 1085 applied (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 60

C84 S. 1085 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(g) (with regs. 1(2), 3(c))

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C86 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 30; S.I. 2024/269, reg. 2(a))

Commencement Information

I12 S. 1085 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1086 Right to copy of material on the register U.K.

(1) Any person may require a copy of any material on the register [F102 that is available for public inspection].

(2) The fee for any such copy of material derived from [F103 an enhanced disclosure document] (see section 1078), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.

F104 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F102 Words in s. 1086(1) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 89(2)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z31)

F103 Words in s. 1086(2) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 21; 2020 c. 1, Sch. 5 para. 1(1)

F104 S. 1086(3) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 89(2)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z31)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C87 S. 1086 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(e)}

C88 S. 1086 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(c)}

C89 S. 1086 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(b) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C90 S. 1086(1)(3) applied by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

C91 S. 1086 applied (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 60

C92 S. 1086 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(h) (with regs. 1(2), 3(c))

C93 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 31; S.I. 2024/269, reg. 2(a))

Commencement Information

I13 S. 1086 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1087 Material not available for public inspection U.K.

(1) The following material must not [F105 , so far as it forms part of the register,] be made available by the registrar for public inspection—

[F106 (za) an email address delivered to the registrar under—

(i) section 9(5)(aa) or 88B (initial registered email address and change of address);

(ii) section 30 of the Economic Crime and Corporate Transparency Act 2023 (company’s registered email address: transitional provision);]

(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);

[F107 (aa) any application or other document delivered to the registrar under regulations under section 120A (protection of individual membership information);]

(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);

[F108 (ba) representations received by the registrar in response to a notice under—

(i) section 245(2) F109 (notice of proposal to put director's usual residential address on the public record), or

(ii) any corresponding provision of regulations under section 1046 (overseas companies);]

[F110 (bb) information to which sections 240 to 244 are applied by section 790ZF(1) (residential addresses of people with significant control over the company) or any corresponding provision of regulations under section 1046 (overseas companies);

[F111 (bba) the following—

(i) any application or other document delivered to the registrar under regulations under section 468A (regulations protecting profit and loss accounts for certain companies);

(ii) any information which regulations under section 468A require not to be made available for public inspection;]

[F112 (bc) any application or other document delivered to the registrar under regulations under section 790ZG (protection of PSC information);]

(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) [F113 before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023];

[F114 (dza) any statement made in accordance with regulations made by virtue of section 1082(2)(c).]

[F115 (da) relevant date of birth information that section 1087A provides is not to be made available for public inspection;]

[F116 (e) the following—

(i) any application or other document delivered to the registrar under regulations under section 1088 (regulations protecting material), other than information provided by virtue of section 1088(5);

(ii) any information which regulations under section 1088 require not to be made available for public inspection;]

[F117 (ea) any information provided to the registrar under section 1092A (power to require further information);]

[F118 (f) any application or other document delivered to the registrar under section 1094 (removal of material from the 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;

[F119 (ga) any application or other document delivered to the registrar under section 1097A [F120 , 1097B] [F121 or 1097C] (rectification of [F122 registered office, service address] [F123 or principal office address]) other than an order or direction of the court;]

[F124 (gb) any application or other document delivered to the registrar under section 1098B, 1098D or 1098E or regulations under section 1098G (authorised corporate service providers);]

[F125 (gc) any document delivered to the registrar under regulations under section 1110B;]

[F126 (gd) any statement or other document delivered to the registrar by virtue of any of the following provisions (which relate to identity verification)—

• section 12(2A);

• section 12B(2) to (4);

• section 167G(3)(c);

• section 790LB(1) to (3);

• section 790LM(2);

• section 790LO(2);

• section 790LS(1) to (3);

• section 1067A;]

F127 (h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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;

[F128 (j) the contents of any documents held by the registrar pending a decision of the Regulator of Community Interest Companies under—

(i) section 36A of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (eligibility for registration as community interest company),

(ii) section 38 of that Act (eligibility for conversion to community interest company), or

(iii) section 55 of that Act (eligibility for conversion from community interest company to charity),

and that the registrar is not later required to record;]

[F129 (ja) any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection;]

(k) any other material excluded from public inspection by or under any other enactment.

[F130 (2) Where subsection (1), or a provision referred to in subsection (1), imposes a restriction by reference to material deriving from a particular description of document (or part of a document), that does not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a 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.]

Textual Amendments

F105 Words in s. 1087(1) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 69(a), 219(1)(2)(b)

F106 S. 1087(1)(za) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 29(7), 219(1)(2)(b); S.I. 2024/269, reg. 2(w)

F107 S. 1087(1)(aa) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 48(7), 219(1)(2)(b); S.I. 2024/269, reg. 2(z9)

F108 S. 1087(1)(ba) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 12(2)

F109 Section 245(2) was applied to limited liability partnerships by regulation 19 of S.I. 2009/1804.

F110 S. 1087(1)(bb)(bc) inserted (26.5.2015 for specified purposes) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 8; S.I. 2015/1329, reg. 3(a)

F111 S. 1087(1)(bba) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 56(3), 219(1)(2)(b)

F112 S. 1087(1)(bc) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 96(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z38)

F113 Words in s. 1087(1)(d) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 80(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z22)

F114 S. 1087(1)(dza) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 68(3), 219(1)(2)(b)

F115 S. 1087(1)(da) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 52(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z11)

F116 S. 1087(1)(e) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 91(3)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z33)

F117 S. 1087(1)(ea) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 83(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z25)

F118 S. 1087(1)(f) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

F119 S. 1087(1)(ga) inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 99(2), 164(3)(h)(ii)

F120 Word in s. 1087(1)(ga) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 106(3)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z43)

F121 Words in s. 1087(1)(ga) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 107(3)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z44)

F122 Words in s. 1087(1)(ga) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 106(3)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z43)

F123 Words in s. 1087(1)(ga) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 107(3)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z44)

F124 S. 1087(1)(gb) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 66(3), 219(1)(2)(b)

F125 S. 1087(1)(gc) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 65(3), 219(1)(2)(b)

F126 S. 1087(1)(gd) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 69(b), 219(1)(2)(b)

F127 S. 1087(1)(h) omitted (6.4.2013) by virtue of The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(5) (with reg. 6)

F128 S. 1087(1)(j) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 260(6) (with art. 10)

F129 S. 1087(1)(ja) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 90, 219(1)(2)(b); S.I. 2024/269, reg. 2(z32)

F130 S. 1087(2) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 91(3)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z33)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C94 S. 1087 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C95 S. 1087(1)(d)(i)(k)(2)(3) applied by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

C96 S. 1087 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 61

C97 S. 1087 amendment to earlier affecting provision S.I. 2009/2436 Sch. 1 para. 20 (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 35 (with Sch. Pt. 3)

C98 S. 1087 modified in part (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(i) (with regs. 1(2), 3(c))

C99 S. 1087 modified by S.I. 2017/692, reg. 30A(6) (as substituted (1.4.2023) by The Money Laundering and Terrorist Financing (Amendment) (No. 2) Regulations 2022 (S.I. 2022/860), regs. 1(4), 9(h))

C100 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 15; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 32; S.I. 2024/269, reg. 2(a))

Commencement Information

I14 S. 1087 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

F131 1087ZA. Required particulars available for public inspection for limited period U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F131 S. 1087ZA omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 82(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z24)

[F132 1087A Protection of date of birth information U.K.

(1) The registrar must not make available for public inspection—

(a) so much of any document delivered to the registrar as is required to contain relevant date of birth information;

(b) any record of the information contained in part of a document that is unavailable because of paragraph (a).

(2) This section has limited application in relation to documents delivered before it comes fully into force: see section 1087B.

(3) “Relevant date of birth information” means—

(a) information as to the day of the month (but not the month or year) on which a director (or proposed director) was born;

(b) information as to the day of the month (but not the month or year) on which a registrable person in relation to the company was born.

(4) Information about a director (or proposed director) or registrable person does not cease to be relevant date of birth information when they cease to be a director (or proposed director) or registrable person.

(5) Subsection (1)(b) does not affect the availability for public inspection of the same information contained in material derived from a part of a document that was not required to contain the information.

(6) In this section “registrable person”, in relation to a company, has the meaning given by section 790C(4).]

Textual Amendments

F132 Ss. 1087A-1087C substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 52(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z11)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C101 S. 1087A applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 62

C102 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 34; S.I. 2024/269, reg. 2(a))

[F132 1087B Protection of date of birth information in old documents U.K.

(1) This section limits the extent to which section 1087A applies in relation to documents delivered to the registrar before that section comes fully into force (“old documents”).

(2) Section 1087A does not apply in relation to any old documents registered before 10 October 2015.

(3) Section 1087A does not apply in relation to any old document that is—

(a) a statement of a company’s proposed officers delivered under section 9 in circumstances where the subscribers gave notice of election under section 167A (election to keep information on central register) in respect of the company’s register of directors when the statement was delivered;

(b) a document delivered by the company under section 167D (duty to notify registrar of changes while election in force);

(c) a statement of initial significant control delivered under section 9 in circumstances where the subscribers gave notice of election under section 790X in respect of the company when the statement was delivered;

(d) a document containing a statement or updated statement delivered by the company under section 790X(6)(b) or (7) (statement accompanying notice of election made after incorporation);

(e) a document delivered by the company under section 790ZA (duty to notify registrar of changes while election in force).

(4) Section 1087A does not apply in relation to any old document if—

(a) the document is—

(i) a statement of proposed officers delivered under section 9, or

(ii) notice given under section 167 of a person having become a director of the company,

(b) after the delivery of the document an election was made under section 167A in respect of the company’s register of directors, and

(c) the relevant date of birth information relates to a person who was a director of the company when that election took effect.

(5) References in subsections (3)(a) to (e) and (4)(a) to (c) to a provision of this Act are to the provision as it had effect at the time at which the document was delivered (the provisions in question were repealed by the Economic Crime and Corporate Transparency Act 2023).]

Textual Amendments

F132 Ss. 1087A-1087C substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 52(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z11)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C102 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 34; S.I. 2024/269, reg. 2(a))

C103 S. 1087B applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 63

C104 S. 1087B modified by S.I. 2009/2436, Sch. 2 para. 20(2A) (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 35 (with Sch. Pt. 3))

[F132 1087C Disclosure of date of birth information U.K.

(1) The registrar must not disclose relevant date of birth information except—

(a) in accordance with subsection (2) or (3), or

(b) as permitted by section 1110F (general powers of disclosure by the registrar).

(2) The registrar may disclose relevant date of birth information if the information is made available for public inspection.

(3) The registrar may disclose relevant date of birth information to a credit reference agency (as defined by section 243(7)).

(4) Subsections (3) to (8) of section 243 (permitted disclosure of address information by the registrar) apply for the purposes of subsection (3) as for the purposes of that section (reading references there to protected information as references to relevant date of birth information).

(5) In this section “relevant date of birth information” has the meaning given by section 1087A(3).]

Textual Amendments

F132 Ss. 1087A-1087C substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 52(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z11)

Modifications etc. (not altering text)

C102 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 34; S.I. 2024/269, reg. 2(a))

[F133 1088 Power to make regulations protecting material U.K.

(1) The Secretary of State may by regulations make provision requiring the registrar, on application—

(a) not to make available for public inspection any information on the register relating to an individual;

(b) to refrain from disclosing information on the register relating to an individual except in specified circumstances;

(c) not to make available for public inspection any address on the register that is not information to which paragraph (a) applies;

(d) to refrain from disclosing any such address except in specified circumstances.

(2) The Secretary of State may by regulations make provision requiring the registrar—

(a) not to make available for public inspection any information on the register relating to an individual;

(b) to refrain from disclosing information on the register relating to an individual except in specified circumstances.

(3) Regulations under subsection (1) 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;

(e) how an application is to be determined;

(f) the duration of, and procedures for revoking, any restrictions on the making of information available for public inspection or its disclosure.

(4) Provision under subsection (3)(e) or (f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.

(5) Regulations under subsection (1)(a) or (c) may provide that information is not to be made unavailable for public inspection unless the person to whom it relates provides such alternative information as may be specified.

(6) The circumstances that may be specified under subsection (1)(b) or (d) or (2)(b) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure.

(7) Regulations under subsection (1)(b) or (2)(b) may not require the registrar to refrain from disclosing information under—

(a) sections 243 or 244 (or those sections as applied by section 790ZF) (residential address information);

(b) section 1087C(1) (disclosure of date of birth information);

(c) any provision of regulations under section 1046 corresponding to provision mentioned in paragraph (a) or (b);

(d) section 1110F (general powers of disclosure by the registrar).

(8) Regulations under subsection (1)(d) may not require the registrar to refrain from disclosing information under section 1110F (general powers of disclosure by the registrar).

(9) Regulations under this section may in particular confer a discretion on the registrar.

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

Textual Amendments

F133 S. 1088 substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 91(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z33)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C105 S. 1088 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C106 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 27 (with Sch. Pt. 2); (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 7 (with reg. 8); and (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3))

C107 S. 1088 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 64 (as amended (26.4.2018) by The Companies (Disclosure of Address) (Amendment) Regulations 2018 (S.I. 2018/528), regs. 1(1), 6(2) (with reg. 8))

Commencement Information

I15 S. 1088 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1089 Form of application for inspection or copy U.K.

(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.

F134 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F134 S. 1089(2) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 89(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z31)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C108 S. 1089 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(f)}

C109 S. 1089 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(d)}

C110 S. 1089 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C111 S. 1089 applied by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

C112 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; and (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3))

C113 S. 1089 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 65

C114 Ss. 1089-1091 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(j) (with regs. 1(2), 3(c))

Commencement Information

I16 S. 1089 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

[F135 1090 Form and manner in which copies to be provided U.K.

The registrar may determine the form and manner in which copies are to be provided under section 1086.]

Textual Amendments

F135 S. 1090 substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 89(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z31)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C114 Ss. 1089-1091 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(j) (with regs. 1(2), 3(c))

C115 S. 1090 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(g)}

C116 S. 1090 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(e)}

C117 S. 1090 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C118 S. 1090(1)(2)(4) applied by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

C119 S. 1090 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 66

C120 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 35; S.I. 2024/269, reg. 2(a))

Commencement Information

I17 S. 1090 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1091 Certification of copies as accurate U.K.

[F136 (1) A copy provided under section 1086 must be certified by the registrar as a true copy if 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) F137 ... 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.

Textual Amendments

F136 S. 1091(1) substituted for s. 1091(1)(2) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 89(5)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z31)

F137 Words in s. 1091(5) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 89(5)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z31)

Modifications etc. (not altering text)

C85 Ss. 1085-1091: power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C114 Ss. 1089-1091 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(j) (with regs. 1(2), 3(c))

C121 S. 1091 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(h)}

C122 S. 1091 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(f)}

C123 S. 1091 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(e) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C124 S. 1091 applied by S.I. 2014/3209, reg 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

C125 S. 1091 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 67

C126 S. 1091 applied (1.8.2022 for specified purposes, 12.10.2022 in so far as not already in force) by Economic Crime (Transparency and Enforcement) Act 2022 (c. 10), ss. 21(4), 69(1); S.I. 2022/876, reg. 3(g); S.I. 2022/1039, reg. 2(a)

C127 S. 1091 applied (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by 1907 c. 24, s. 16(5) (as substituted by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 136(4), 219(1)(2)(b))

C128 Ss. 1085-1091 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 66 (with reg. 60) (as amended: (6.4.2013) by S.I. 2013/618, reg. 4 (with reg. 8(4); (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 6(2)(3); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 20; (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(3), Sch. 3 para. 5; (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 7; (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(3); and (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 36; S.I. 2024/269, reg. 2(a))

Commencement Information

I18 S. 1091 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1092 Issue of process for production of records kept by the registrar U.K.

(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.

Modifications etc. (not altering text)

C129 S. 1092 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C130 S. 1092 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I19 S. 1092 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(f) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

[F138 Additional information U.K.

Textual Amendments

F138 Ss. 1092A-1092C and cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 83(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z25)

1092A Power to require information U.K.

(1) The registrar may by notice in writing require a person to provide information to the registrar for the purposes of enabling the registrar to determine—

(a) whether a person has complied with any obligation imposed by an enactment to deliver a document to the registrar,

(b) whether any information contained in a document received by the registrar falls within section 1080(1)(a).

(2) A requirement under this section may specify—

(a) the form and manner in which the information is to be provided;

(b) the period within which it is to be provided.

(3) The registrar may by notice in writing extend a period specified in a requirement under this section.

Modifications etc. (not altering text)

C131 Ss. 1092A-1092C applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

1092B Offence relating to provision of information U.K.

(1) A person who, without reasonable excuse, fails to comply with a requirement under section 1092A commits an offence.

(2) Where an offence under this section is committed by a firm, an offence is also committed by every officer of the firm who is in default.

(3) 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 the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both), and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.

Modifications etc. (not altering text)

C131 Ss. 1092A-1092C applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

1092C Privilege against self-incrimination U.K.

(1) A statement made by a person in response to a requirement under section 1092A may not be used against the person in criminal proceedings in which the person is charged with an offence to which this subsection applies.

(2) Subsection (1) applies to any offence other than—

(a) an offence under one of the following provisions (which concern false statements etc)—

(i) section 1112 or 1112A;

(ii) section 5 of the Perjury Act 1911;

(iii) section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995;

(iv) Article 10 of the Perjury (Northern Ireland) Order 1979 (S.I. 1979/1714 (N.I. 19));

(v) section 32 or 32A of the Economic Crime (Transparency and Enforcement) Act 2022;

(vi) section 34 or 35 of the Limited Partnerships Act 1907;

(b) any offence, not within paragraph (a), an element of which is the delivery to the registrar of a document, or the making of a statement to the registrar, that is misleading, false or deceptive.]

Modifications etc. (not altering text)

C131 Ss. 1092A-1092C applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

Correction or removal of material on the register U.K.

1093 Registrar's notice to resolve inconsistency F139 ... U.K.

[F140 (1) Where it appears to the registrar that the information contained in a document delivered to the registrar in relation to a company is inconsistent with other information contained in records kept by the registrar under section 1080, 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 in records kept by the registrar under section 1080, and

(b) requiring the company, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way.

(2) The notice must state the date on which it is issued.]

(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 [F141 one-tenth of level 5 on the standard scale][F141 one-tenth of the greater of £5,000 or level 4 on the standard scale].

Textual Amendments

F139 Words in s. 1093 heading omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 84(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z26)

F140 S. 1093(1)(2) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 84(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z26)

F141 Words in s. 1093(4) substituted (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 9(23) (with reg. 5(1))

Modifications etc. (not altering text)

C132 Ss. 1093-1097 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C133 S. 1093 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 3 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 37) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(a) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C134 Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended: (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21; and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 16; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 37; S.I. 2024/269, reg. 2(a))

[F142 1094 Removal of material from the register U.K.

(1) The registrar may remove from the register anything that appears to the registrar to be—

(a) a document, or material derived from a document, accepted under section 1073 (power to accept documents not meeting requirements for proper delivery), or

(b) unnecessary material as defined by section 1074.

(2) The power to remove material from the register under this section may be exercised—

(a) on the registrar’s own motion, or

(b) on an application made in accordance with regulations under section 1094A(2).

(3) The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

(4) The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations.

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

Textual Amendments

F142 Ss. 1094-1094AB substituted for s. 1094 (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

Modifications etc. (not altering text)

C132 Ss. 1093-1097 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C134 Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended: (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21; and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 16; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 37; S.I. 2024/269, reg. 2(a))

C135 S. 1094 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 4 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 37) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(b)(c) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

[F142 1094A Further provision about removal of material from the register U.K.

(1) The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 1094 otherwise than on an application.

(2) The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 1094.

(3) The provision that may be made under subsection (2) includes 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, including provision as to evidence that may be relied upon by the registrar for the purposes of satisfying the test in section 1094(1).

(4) The provision that may be made by virtue of subsection (3)(e) includes provision as to circumstances in which—

(a) evidence is to be treated by the registrar as conclusive proof that the test in section 1094(1) is met, and

(b) the power of removal must be exercised.

(5) Regulations under this section may in particular confer a discretion on the registrar.

(6) Regulations under this section are subject to the negative resolution procedure.]

Textual Amendments

F142 Ss. 1094-1094AB substituted for s. 1094 (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

[F142 1094AB Power of court to make consequential orders following removal U.K.

(1) Where the registrar removes anything from the register otherwise than in pursuance of a court order, the court may, on an application by a person with sufficient interest, make such consequential orders as the court thinks fit as to the legal effects of the inclusion of the material on the register or its removal.

(2) In this section the reference to the registrar removing material from the register includes the registrar determining that anything purported to be delivered to the registrar under any enactment was not in fact delivered under an enactment and therefore does not form part of the register.]

Textual Amendments

F142 Ss. 1094-1094AB substituted for s. 1094 (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

F143 1095 Rectification of register on application to registrar U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F143 S. 1095 omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(5), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

F144 1095A. Rectification of register to resolve a discrepancy U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F144 S. 1095A omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(6), 219(1)(2)(b); S.I. 2024/269, reg. 2(z27)

1096 Rectification of the register under court order U.K.

(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.

[F145 (3) The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, 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.

[F146 (5A) This section does not apply to any material delivered to the registrar under Part 15.]

(6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under—

F147 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) section [F148 859M (rectification of register)].

Textual Amendments

F145 S. 1096(3) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 86(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z28)

F146 S. 1096(5A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 86(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z28)

F147 S. 1096(6)(a) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 86(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z28)

F148 Words in s. 1096(6)(b) substituted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(6) (with reg. 6)

Modifications etc. (not altering text)

C132 Ss. 1093-1097 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C134 Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended: (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21; and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 16; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 37; S.I. 2024/269, reg. 2(a))

C136 S. 1096 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(k) (with regs. 1(2), 3(c))

C137 S. 1096(1)-(5) modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 6 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 37) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(d) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

1097 Powers of court on ordering removal of material from the register U.K.

(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

(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.

Modifications etc. (not altering text)

C132 Ss. 1093-1097 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C134 Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended: (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21; and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 16; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 37; S.I. 2024/269, reg. 2(a))

C138 S. 1097 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(l) (with regs. 1(2), 3(c))

C139 S. 1097 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 6 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 37) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(d) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

[F149 1097A Rectification of register relating to company registered office U.K.

[F150 (1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address of a company’s registered office if satisfied that it is not an appropriate address within the meaning given by section 86(2).

(1A) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.]

F151 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) 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,

[F152 (ba) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,]

(c) the notice to be given of an application [F153 or that the registrar is considering the exercise of powers under the regulations],

[F154 (ca) the notice to be given of any decision under the regulations,]

(d) the period in which objections to an application may be made,

[F155 (e) how the registrar is to determine whether a company’s registered office is at an appropriate address within the meaning given by section 86(2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that an address is an appropriate address,]

[F156 (f) the referral by the registrar of any question for determination by the court,]

(g) the registrar requiring a company to provide an address to be the company's registered office,

(h) the nomination by the registrar of an address (a “default address”) to be the company's registered office [F157 (which need not be an appropriate address within the meaning given by section 86(2))],

[F158 (ha) the period for which a company is permitted to have the default address as its registered office,]

[F159 (i) when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 87(2)).]

F160 (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F161 (4A) Provision made by virtue of subsection (3)(ha) may in particular include—

(a) provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale;

(b) provision—

(i) for the registrar to strike a company’s name off the register if the company does not change the address of its registered office from the default address, and

(ii) for the restoration of a company to the register, in such circumstances as may be prescribed, on an application made to the registrar or in pursuance of a court order.

(4B) The provision that may be made by virtue of subsection (4A) includes provision applying or writing out, in either case with or without modifications, any provision made by section 1000 or Chapter 3 of Part 31.

(4C) Regulations under this section may in particular confer a discretion on the registrar.]

(5) Provision made by virtue of subsection (3)(i) may in particular include provision, in relation to the registration of a default address—

(a) for the suspension, for up to 28 days beginning with the date on which it is registered, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,

(b) that the default address may not be used for the purpose of keeping the company's registers, indexes or other documents,

(c) for there to be no requirement that documents delivered to the default address for the company must be opened,

(d) for the collection of such documents by the company, or the forwarding of such documents to the company,

(e) for the circumstances in which, and the period of time after which, such documents may be destroyed,

(f) about evidence, or descriptions of evidence, that the registrar may require a company to provide if giving notice to the registrar to change the address of its registered office from a default address.

[F162 (6) The regulations must confer a right on a company to appeal to the court against any decision to change the address of its registered office under the regulations.

(6A) If the regulations enable a person to apply for a company’s registered office to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.]

(7) On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case.

(8) The regulations may make further provision about an appeal and in particular—

(a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought,

(b) provision for the suspension, pending the outcome of an appeal, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,

(c) further provision about directions by virtue of subsection (7).

(9) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

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

Textual Amendments

F149 S. 1097A inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 99(1), 164(3)(h)(ii)

F150 S. 1097A(1)(1A) substituted for s. 1097A(1) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F151 S. 1097A(2) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F152 S. 1097A(3)(ba) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F153 Words in s. 1097A(3)(c) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F154 S. 1097A(3)(ca) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(c), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F155 S. 1097A(3)(e) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(d), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F156 S. 1097A(3)(f) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(e), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F157 Words in s. 1097A(3)(h) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(f), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F158 S. 1097A(3)(ha) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(g), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F159 S. 1097A(3)(i) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(4)(h), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F160 S. 1097A(4) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(5), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F161 S. 1097A(4A)-(4C) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(6), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

F162 S. 1097A(6)(6A) substituted for s. 1097A(6) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 105(7), 219(1)(2)(b); S.I. 2024/269, reg. 2(z42)

Modifications etc. (not altering text)

C134 Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended: (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21; and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 16; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 37; S.I. 2024/269, reg. 2(a))

[F163 1097B Rectification of register: service addresses U.K.

(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change a registered service address of a relevant person if satisfied that the address does not meet the requirements of section 1141(1) and (2).

(2) In this section—

• “registered service address”, in relation to a relevant person, means the address for the time being shown in the register as the person’s current service address;

• “relevant person” means—

  (a)

  a director of a company that is not an overseas company,

  (b)

  a secretary or one of the joint secretaries of a company that is not an overseas company, or

  (c)

  a registrable person or registrable relevant legal entity in relation to a company (within the meanings given by section 790C).

(3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

(4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

(5) 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 registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,

(d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations,

(e) the notice to be given of any decision under the regulations,

(f) the period in which objections to an application may be made,

(g) how the registrar is to determine whether a registered service address meets the requirements of section 1141(1) and (2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements,

(h) the referral by the registrar of any question for determination by the court,

(i) the registrar requiring the company to provide an address to be registered as the relevant person’s service address,

(j) the nomination by the registrar of an address (a “default address”) to be registered as the relevant person’s service address (which need not meet the requirements of section 1141(1) and (2)),

(k) the period for which the default address is permitted to be the relevant person’s registered service address, and

(l) when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 1140(5)).

(6) The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(7) The regulations must confer a right on the company to appeal to the court against any decision to change the relevant person’s registered service address under the regulations.

(8) If the regulations enable a person to apply for a registered service address to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.

(9) On an appeal, the court must direct the registrar to register such address as the relevant person’s registered service address as the court considers appropriate in all the circumstances of the case.

(10) The regulations may make further provision about an appeal and in particular—

(a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought;

(b) further provision about directions by virtue of subsection (9).

(11) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

(12) Regulations under this section may in particular confer a discretion on the registrar.

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

Textual Amendments

F163 S. 1097B inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 106(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z43)

Modifications etc. (not altering text)

C140 S. 1097B applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 67 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 40; S.I. 2024/269, reg. 2(a))

[F164 1097C Rectification of register: principal office addresses U.K.

(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address registered as the principal office of a relevant person if satisfied that the address is not in fact their principal office.

(2) In this section—

• “address registered as the principal office”, in relation to a relevant person, means the address for the time being shown in the register as the address of the person’s current principal office;

• “relevant person” means—

  (a)

  a director of a company that is not an overseas company,

  (b)

  a secretary or one of the joint secretaries of a company that is not an overseas company,

  (c)

  a registrable relevant legal entity in relation to a company (within the meaning given by section 790C), or

  (d)

  a registrable person in relation to a company (within the meaning given by section 790C) who falls within section 790C(12).

(3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

(4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

(5) 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 registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,

(d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations,

(e) the notice to be given of any decision under the regulations,

(f) the period in which objections to an application may be made,

(g) how the registrar is to determine whether an address registered as the principal office of a relevant person is in fact the person’s principal office, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements,

(h) the referral by the registrar of any question for determination by the court,

(i) the registrar requiring the company to provide an address to be registered as the principal office of the relevant person,

(j) the nomination by the registrar of an address (a “default address”) to be registered as the principal office of the relevant person (which need not be the relevant person’s actual principal office),

(k) the period for which the default address is permitted to be the address registered as the principal office of the relevant person, and

(l) when the change of address takes effect and the consequences of registration of the change.

(6) The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(7) The regulations must confer a right on the company to appeal to the court against any decision to change the address registered as the principal office of the relevant person under the regulations.

(8) If the regulations enable a person to apply for the address registered as the principal office of a relevant person to be changed, the regulations must also confer a right on the applicant to appeal to the court against a refusal of the application.

(9) On an appeal, the court must direct the registrar to register such address as the principal office of the relevant person as the court considers appropriate in all the circumstances of the case.

(10) The regulations may make further provision about an appeal and in particular—

(a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought;

(b) further provision about directions by virtue of subsection (9).

(11) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

(12) Regulations under this section may in particular confer a discretion on the registrar.

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

Textual Amendments

F164 S. 1097C inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 107(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z44)

Modifications etc. (not altering text)

C141 S. 1097C applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 67 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 41; S.I. 2024/269, reg. 2(a))

1098 Public notice of removal of certain material from the register U.K.

(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 [F165 an enhanced disclosure document] (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.

Textual Amendments

F165 Words in s. 1098(1) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 25; 2020 c. 1, Sch. 5 para. 1(1)

Modifications etc. (not altering text)

C134 Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended: (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21; and (4.3.2024) by The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54), regs. 1(2)(a), 16; The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 37; S.I. 2024/269, reg. 2(a))

C142 S. 1098 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(i)}, Sch. 1 para. 5

C143 S. 1098 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(g)}, Sch. 1 para. 5

[F166 Authorised corporate service providers U.K.

Textual Amendments

F166 Ss. 1098A-1098H and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 66(4), 219(1)(2)(b)

1098A Meaning of “authorised corporate service provider” U.K.

In this Act “authorised corporate service provider” means a person—

(a) whose application to the registrar to become an authorised corporate service provider for the purposes of this Act has been granted (see section 1098B),

(b) who has not since ceased to be an authorised corporate service provider by virtue of section 1098F, and

(c) whose status as an authorised corporate service provider is not for the time being suspended by virtue of section 1098F.

1098B Application to become authorised corporate service provider U.K.

(1) A person may apply to the registrar to become an authorised corporate service provider for the purposes of this Act if—

(a) the person is a relevant person as defined by regulation 8(1) of the Money Laundering Regulations,

(b) in the case of an individual, their identity is verified (see section 1110A), and

(c) the person meets any other requirements imposed by regulations made by the Secretary of State for the purposes of this paragraph.

(2) An application under this section must contain—

(a) the name of the applicant’s supervisory authority or authorities for the purposes of the Money Laundering Regulations,

(b) the required information about the applicant (see section 1098C), and

(c) in the case of an application by an individual, a statement that the individual’s identity is verified (see section 1110A).

(See also section 1098D, which imposes restrictions on who may deliver an application under this section on behalf of a firm.)

(3) Where an application is made under this section, the registrar must check with the supervisory authority, or at least one of the supervisory authorities, specified in the application, to find out whether the applicant is known to and supervised by that authority.

(4) Having carried out that check, the registrar must grant the application if—

(a) the supervisory authority, or at least one of the supervisory authorities, specified in the application has confirmed that the applicant is known to and supervised by that authority,

(b) where the applicant is an individual, the registrar is satisfied that their identity is verified (see section 1110A),

(c) any other conditions that may be specified by regulations made by the Secretary of State for the purposes of this paragraph are met, and

(d) the registrar is not required by subsection (5) to refuse the application.

(5) The registrar must refuse the application if it appears to the registrar that the applicant is not a fit and proper person to carry out the functions of an authorised corporate service provider.

(6) The provision that can be made in regulations under subsection (4)(c) includes provision conferring a discretion on the registrar.

(7) Regulations under subsection (1)(c) or (4)(c) are subject to affirmative resolution procedure.

(8) For the purposes of this section—

• “Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);

• “supervised”: a person is supervised by a supervisory authority if regulation 7(1) of the Money Laundering Regulations provides that it is a supervisory authority for that person;

• “supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).

1098C The required information about an applicant U.K.

(1) The “required information” about the applicant, in the case of a firm that is applying to become an authorised corporate service provider, means—

(a) firm name,

(b) principal office,

(c) a service address,

(d) an email address,

(e) the legal form of the firm and the law by which it is governed, and

(f) if applicable, the register in which it is entered (including details of the state) and its registration number in that register.

(2) The “required information” about the applicant, in the case of an individual who is applying to become an authorised corporate service provider, means—

(a) name, nationality and date of birth,

(b) a service address,

(c) an email address, and

(d) the part of the United Kingdom in which the person is usually resident or, if the person is usually resident in a country or state outside the United Kingdom, that country or state.

(3) In subsection (2)(a) “name” means forename and surname.

(4) Where the applicant is a peer or an individual usually known by a title, the requirement for the application to contain their name may be satisfied by providing that title instead of the individual’s forename and surname.

(5) The Secretary of State may by regulations—

(a) amend this section so as to change the required information about the applicant in the case of a firm or individual applying to become an authorised corporate service provider;

(b) repeal subsection (4).

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

1098D Delivery of applications under section 1098B on behalf of a firm U.K.

An application under section 1098B by a firm mentioned in the first column of the table—

(a) must be delivered to the registrar on its behalf by a relevant officer mentioned in the second column who is an individual (see also section 1067A(2)), and

(b) must be accompanied by a statement by the individual confirming their status as a relevant officer of the firm.

Firm	Relevant officer
company	director
body corporate other than a company	(a) where the body’s affairs are managed by its members, a member of the body; (b) in any other case, any officer of the body whose functions correspond to that of a director of a company.
partnership	(a) in relation to a limited partnership, a general partner as defined by section 3 of the Limited Partnerships Act 1907; (b) in relation to any other partnership, a member of the partnership
unincorporated body other than a partnership	(a) where the body’s affairs are managed by its members, a member of the body; (b) in any other case, a member of the governing body.

1098E Updating duties of authorised corporate service providers U.K.

(1) A person who is an authorised corporate service provider must notify the registrar of any change in its supervisory authority or authorities for the purposes of the Money Laundering Regulations within the period of 14 days beginning with the date on which the change occurs.

(2) Where the change is the result of an agreement under regulation 7(2) of the Money Laundering Regulations, for the purposes of this section the change is not to be treated as having occurred until the authority that has agreed to act notifies the person or publishes the agreement under regulation 7(3).

(3) A person who, without reasonable excuse, fails to comply with this section commits an offence.

(4) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(5) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, 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.

(6) In this section “Money Laundering Regulations” and “supervisory authority” have the meanings given by section 1098B(8).

1098F Ceasing to be an authorised corporate service provider U.K.

(1) A person ceases to be an authorised corporate service provider if the person ceases to be a relevant person as defined by regulation 8(1) of the Money Laundering Regulations.

(2) The Secretary of State may by regulations—

(a) provide for other circumstances in which a person ceases to be an authorised corporate service provider, whether automatically or as a result of a decision taken by the registrar;

(b) provide for circumstances in which the registrar may suspend a person’s status as an authorised corporate service provider pending a decision by the registrar under regulations made by virtue of paragraph (a).

(3) The provision that can be made under subsection (2) includes provision as to—

(a) procedure;

(b) the period of a suspension;

(c) the revocation of a suspension.

(4) The provision that can be made in regulations under subsection (2) includes provision conferring a discretion on the registrar.

(5) Regulations under subsection (2) are subject to affirmative resolution procedure.

(6) In this section “Money Laundering Regulations” has the meaning given by section 1098B(8).

1098G Power to impose duties to provide information U.K.

(1) The Secretary of State may by regulations require a person who is or has been an authorised corporate service provider to provide information to the registrar in accordance with the regulations (including information for the purpose of monitoring compliance with the requirements of this Act).

(2) The provision that may be made by regulations under subsection (1) includes provision requiring information to be provided on request, on the occurrence of an event or at regular intervals.

(3) The circumstances that may be specified under section 1098F(2) include failure to comply with a requirement under subsection (1).

(4) Regulations under this section may create offences in relation to failures to comply with requirements imposed by the regulations.

(5) The regulations must provide for any such offence to be punishable on summary conviction—

(a) in England and Wales with a fine;

(b) in Scotland or Northern Ireland, with 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.

(6) The provision that can be made in regulations under this section includes provision conferring a discretion on the registrar.

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

1098H Power to enable authorisation of foreign corporate service providers U.K.

(1) The Secretary of State may by regulations make provision for the purposes of enabling a person who is subject to a relevant regulatory regime under the law of a territory outside the United Kingdom to become an authorised corporate service provider, even if the person is not a relevant person as defined by regulation 8(1) of the Money Laundering Regulations.

(2) In subsection (1) “relevant regulatory regime” means a regulatory regime that, in the opinion of the Secretary of State, has similar objectives to the regulatory regime under the Money Laundering Regulations for relevant persons and is likely to be no less effective in achieving those objectives.

(3) Regulations under this section—

(a) may amend any of sections 1098B to 1098G or insert new sections into this Act;

(b) may make consequential amendments or repeals in other provisions of this Act.

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

(5) In this section “Money Laundering Regulations” has the meaning given by section 1098B(8).]

The registrar's index of company names U.K.

1099 The registrar's index of company names U.K.

(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 [F167 registered in the United Kingdom] [F167 (within the meaning of section 3 of the Limited Partnerships Act 1907)];

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

[F168 (c) UK Economic Interest Groupings;

(ca) EEIG establishments, within the meaning of regulation 2(1) of the European Economic Interest Grouping Regulations 1989;]

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

(e) societies registered under the Industrial and Provident Societies Act 1965 (c. 12) or [F169 the Co-operative and Community Benefit Societies Act 2014].

[F170 (f) protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.]

[F171 (f) charitable incorporated organisations within the meaning of Part 11 of the Charities Act 2011;

(g) Scottish charitable incorporated organisations within the meaning of Chapter 7, Part 1 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10)]

(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.

Textual Amendments

F167 Words in s. 1099(3)(a) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 109(4), 219(1)(2)(b)

F168 S. 1099(3)(c)(ca) substituted for s. 1099(3)(c) (31.12.2020) by The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018 (S.I. 2018/1299), regs. 1, 62(2); 2020 c. 1, Sch. 5 para. 1(1)

F169 Words in s. 1099(3)(e) substituted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 101 (with Sch. 5)

F170 S. 1099(3)(f) inserted (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), reg. 1(2), Sch. 4 para. 4(c) (with reg. 189)

F171 S. 1099(3)(f)(g) inserted (1.1.2018) by The Index of Company Names (Listed Bodies) Order 2017 (S.I. 2017/1233), arts. 1, 2

Commencement Information

I20 S. 1099 wholly in force at 1.10.2009; s. 1099 not in force at Royal Assent, see s. 1300; s. 1099 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1099 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1100 Right to inspect index U.K.

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

1101 Power to amend enactments relating to bodies other than companies U.K.

(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.

Commencement Information

I21 S. 1101 wholly in force at 1.10.2009; s. 1101 not in force at Royal Assent, see s. 1300; s. 1101 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1101 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

Language requirements: translation U.K.

1102 Application of language requirements U.K.

(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.

Modifications etc. (not altering text)

C144 S. 1102 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(b)} (with transitional provisions in Sch. 1 para. 2)

Commencement Information

I22 S. 1102 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(g) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1103 Documents to be drawn up and delivered in English U.K.

(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).

Modifications etc. (not altering text)

C145 S. 1103 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), reg. 4(1)(b) (with transitional provisions in Sch. 1 para. 2)

C146 Ss. 1103-1107 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 68 (with reg. 60) (as amended (6.4.2013) by S.I. 2013/618, reg. 6 (with reg. 8(4)))

C147 S. 1103 applied (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 15

C148 S. 1103 applied (with modifications) by S.I. 2014/3209, reg 20B Table B (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 4)

C149 S. 1103 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 68

C150 S. 1103 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13A(1)(2) (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 15(1) (with regs. 2, 15(2))) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 10 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Commencement Information

I23 S. 1103 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(g) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1104 Documents relating to Welsh companies U.K.

(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.

Modifications etc. (not altering text)

C151 S. 1104 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(b)} (with transitional provisions in Sch. 1 para. 2)

C152 Ss. 1103-1107 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 68 (with reg. 60) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 22(3)(a) and as amended (6.4.2013) by S.I. 2013/618, reg. 6 (with reg. 8(4)))

C153 S. 1104 applied (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 15

C154 S. 1104 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C155 S. 1104 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(m) (with regs. 1(2), 3(c))

Commencement Information

I24 S. 1104 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(g) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

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

(1) Documents to which this section applies may be drawn up and delivered to the registrar in a language other than English, but when delivered to the registrar they must be accompanied by a certified translation into English.

(2) This section applies to—

(a) agreements required to be forwarded to the registrar under Chapter 3 of Part 3 (agreements affecting the company's constitution);

(b) documents required to be delivered under section 400(2)(e) or section 401(2)(f) (company included in accounts of larger group: required to deliver copy of group accounts);

(c) [F172 certified copies] delivered under Part 25 (company charges);

(d) documents of any other description specified in regulations made by the Secretary of State.

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

Textual Amendments

F172 Words in s. 1105(2)(c) substituted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(7) (with reg. 6)

Modifications etc. (not altering text)

C156 S. 1105 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(3)} (with transitional provisions in Sch. 1 para. 2)

C157 S. 1105 applied (1.1.2007) by The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (S.I. 2006/3429), reg. 4

C158 Ss. 1103-1107 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 68 (with reg. 60) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 22(3)(b) and as amended (6.4.2013) by S.I. 2013/618, reg. 6 (with reg. 8(4)))

C159 S. 1105(1) applied by S.I. 2014/3209, reg 20B Table B (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 4)

C160 S. 1105 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13A(1)(2) (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 15(1) (with regs. 2, 15(2)) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 10 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Commencement Information

I25 S. 1105 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(g) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1106 Voluntary filing of translations U.K.

(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.

Modifications etc. (not altering text)

C161 Ss. 1103-1107 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 68 (with reg. 60) (as amended (6.4.2013) by S.I. 2013/618, reg. 6 (with reg. 8(4)))

C162 S. 1106(1) applied by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13A(3)(4) (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {15(3)} (with regs. 2, 15(2)))

C163 S. 1106(1)(3)(4) applied (with modifications) by S.I. 2014/3209, reg 20B Table B (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 4)

C164 S. 1106(2)(4) applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13A(3)(4) (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 15(3) (with regs. 2, 15(2)) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 10 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Commencement Information

I26 S. 1106 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(g) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1107 Certified translations U.K.

(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.

Modifications etc. (not altering text)

C165 S. 1107 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(b)} (with transitional provisions in Sch. 1 para. 2)

C166 Ss. 1103-1107 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 68 (with reg. 60) (as amended (6.4.2013) by S.I. 2013/618, reg. 6 (with reg. 8(4)))

C167 S. 1107 applied (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 15

C168 S. 1107 applied (with modifications) by S.I. 2014/3209, reg 20B Table B (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 4)

C169 S. 1107 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13A(1)(2) (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 15(1) (with regs. 2, 15(2)) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 10 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Commencement Information

I27 S. 1107 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(g) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

Language requirements: transliteration U.K.

1108 Transliteration of names and addresses: permitted characters U.K.

(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.

Modifications etc. (not altering text)

C170 Ss. 1108-1110 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C171 Ss. 1108-1110 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(f) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I28 S. 1108 wholly in force at 1.10.2009; s. 1108 not in force at Royal Assent, see s. 1300; s. 1108 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1108 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

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

(1) Where a name or address is or has been delivered to the registrar in a permitted form using other than Roman characters, [F173 the company (or other body) to which the document relates] 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.

Textual Amendments

F173 Words in s. 1109(1) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 13

Modifications etc. (not altering text)

C172 Ss. 1108-1110 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C173 Ss. 1108-1110 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(f) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1110 Transliteration of names and addresses: certification U.K.

(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.

Modifications etc. (not altering text)

C174 Ss. 1108-1110 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C175 Ss. 1108-1110 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(f) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I29 S. 1110 wholly in force at 1.10.2009; s. 1110 not in force at Royal Assent, see s. 1300; s. 1110 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1110 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F174 Identity verification U.K.

Textual Amendments

F174 Ss. 1110A, 1110B and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 65(4), 219(1)(2)(b)

1110A Meaning of “identity is verified” U.K.

(1) For the purposes of this Act an individual’s “identity is verified” if—

(a) the individual’s identity has been verified by the registrar in accordance with regulations under section 1110B, or

(b) a verification statement in respect of the individual has been delivered to the registrar,

and the individual has not, since then, ceased to be an individual whose identity is verified by virtue of regulations under subsection (6).

(2) A verification statement is a statement by an authorised corporate service provider confirming that it has verified an individual’s identity in accordance with regulations under section 1110B.

(3) A verification statement must also specify the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations.

(4) The Secretary of State may by regulations make further provision about the contents of verification statements (including provision amending this section).

(5) Where a person is required or authorised by any other provision to deliver a statement to the registrar that an individual’s identity is verified, that statement may be delivered at the same time as the verification statement by virtue of which the individual becomes someone whose identity is verified under subsection (1)(b).

(6) The Secretary of State may by regulations provide for circumstances in which someone ceases to be an individual whose identity is verified.

(7) The provision that can be made under subsection (6) includes—

(a) provision to confer a discretion on the registrar;

(b) provision that someone ceases to be an individual whose identity is verified unless, within a specified period of time—

(i) their identity is reverified by the registrar in accordance with regulations under section 1110B, or

(ii) an authorised corporate service provider delivers to the registrar a statement: (A) confirming that it has reverified the individual’s identity in accordance with regulations under section 1110B, (B) specifying the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations, and (C) containing anything else required by the regulations.

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

(9) In this section—

• “Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);

• “supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).

1110B Verification requirements U.K.

(1) The Secretary of State may by regulations make provision for and in connection with verification or reverification of an individual’s identity for the purposes of this Act by the registrar or by an authorised corporate service provider.

(2) The regulations may, in particular, make provision about—

(a) the procedure for verifying or reverifying an individual’s identity, including the evidence required;

(b) the records that a person who is or has been an authorised corporate service provider is required to keep in connection with the verification or reverification of an individual’s identity.

(3) The regulations may create offences in relation to failures to comply with requirements imposed by virtue of subsection (2)(b).

(4) The regulations must provide for any such offence to be punishable—

(a) on conviction on indictment, by imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, by imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, by imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii) in Northern Ireland, by imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.

(5) The provision that can be made in regulations under this section includes provision conferring a discretion on the registrar, including provision conferring power to impose requirements by registrar’s rules.

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

[F175 1110C Identity verification: exemption on national security grounds etc U.K.

(1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary—

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

(2) The effects for which the notice may provide are that—

(a) where a statement of proposed officers names the person as a director, section 12(2A) does not require a statement under that subsection to be made in relation to the person;

(b) section 167G(3)(c) does not apply in relation to a notice of the person having become a director;

(c) section 167M(1) does not apply in relation to the person and section 167M(2) does not impose any obligation on a company in relation to the person;

(d) section 167N(1) does not apply in relation to the person;

(e) section 1067A does not apply in relation to the delivery of documents to the registrar by the person on their own behalf or on behalf of another;

(f) section 1098B(2)(c) does not apply in relation to the person.

(3) For the purposes of subsection (1)(b)—

(a) “crime” means conduct which—

(i) constitutes a criminal offence, or

(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and

(b) crime is “serious” if—

(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or

(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.]

Textual Amendments

F175 S. 1110C inserted (26.10.2023 for specified purposes, 15.1.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 67(3), 219(1)(2)(b); S.I. 2023/1206, reg. 3(c)

[F176 Discrepancy reporting U.K.

Textual Amendments

F176 S. 1110D and cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 87(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z29)

1110D Power to require businesses to report discrepancies U.K.

(1) The Secretary of State may by regulations impose requirements on a person who is carrying on business in the United Kingdom (a “relevant person”)—

(a) to obtain specified information about a customer (or prospective customer)—

(i) before entering into a business relationship with them, or

(ii) during a business relationship with them,

(b) to identify discrepancies between information so obtained and information made publicly available by the registrar, and

(c) to report any discrepancies to the registrar.

(2) The regulations may require the relevant person, when reporting discrepancies, to provide such other information as may be required by the regulations (including information about the relevant person).

(3) The regulations may provide for reports or other information delivered to the registrar under the regulations to be withheld from public inspection.

(4) The regulations may create offences in relation to failures to comply with requirements imposed by the regulations.

(5) The regulations may not provide for an offence created by the regulations to be punishable with imprisonment for a period exceeding—

(a) in the case of conviction on indictment, 2 years;

(b) in the case of summary conviction, 3 months.

(6) In this section “customer”, in relation to a person carrying out estate agency work, includes a purchaser (as well as a seller).

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

[F177 Disclosure of information U.K.

Textual Amendments

F177 Ss. 1110E-1110G and cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 94(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z36)

1110E Disclosure to the registrar U.K.

Any person may disclose information to the registrar for the purposes of the exercise of any of the registrar’s functions.

Modifications etc. (not altering text)

C176 Ss. 1110E-110G applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

1110F Disclosure by the registrar U.K.

(1) The registrar may disclose information—

(a) to any person for purposes connected with the exercise of any of the registrar’s functions;

(b) to a public authority for purposes connected with the exercise of any of that public authority’s functions;

(c) to a person of a description, and for a purpose, specified in regulations made by the Secretary of State for the purposes of this paragraph.

(2) Regulations under subsection (1)(c) are subject to affirmative resolution procedure.

(3) In this section “public authority” includes any person or body having functions of a public nature.

Modifications etc. (not altering text)

C176 Ss. 1110E-110G applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

1110G Disclosure: supplementary U.K.

(1) Except as provided by subsection (2), the disclosure of information under section 1110E or 1110F does not breach—

(a) any obligation of confidence owed by the person making the disclosure, or

(b) any other restriction on the disclosure of information (however imposed).

(2) Sections 1110E and 1110F do not authorise a disclosure of information if the disclosure would contravene the data protection legislation (but in determining whether a disclosure would do so, take into account the powers conferred by those sections).

(3) HMRC information may not be disclosed by the registrar under section 1110F without authorisation from HMRC.

(4) If the registrar discloses HMRC information under section 1110F, the information must not be disclosed by the recipient, or by any person obtaining the information directly or indirectly from them, without authorisation from HMRC.

(5) It is an offence for a person to disclose, in contravention of subsection (3) or (4), any revenue and customs information relating to a person whose identity—

(a) is specified in the disclosure, or

(b) can be deduced from it.

(6) It is a defence for a person charged with an offence under subsection (5) to prove that the person reasonably believed—

(a) that the disclosure was lawful, or

(b) that the information had already lawfully been made available to the public.

(7) Subsections (4) to (7) of section 19 of the Commissioners for Revenue and Customs Act 2005 apply to an offence under subsection (5) as they apply to an offence under that section.

(8) In this section—

• “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);

• “HMRC” means the Commissioners for His Majesty’s Revenue and Customs;

• “HMRC information” means information disclosed to the registrar under section 1110E by HMRC or a person acting on behalf of HMRC;

• “revenue and customs information relating to a person” has the meaning given by section 19(2) of the Commissioners for Revenue and Customs Act 2005.]

Modifications etc. (not altering text)

C176 Ss. 1110E-110G applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

Supplementary provisions U.K.

1111 Registrar's requirements as to certification or verification U.K.

(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.

Modifications etc. (not altering text)

C177 S. 1111 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C178 S. 1111 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(g) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I30 S. 1111 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(h) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

[F178 1112 False statements: basic offence U.K.

(1) It is an offence for a person, without reasonable excuse, to—

(a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or

(b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(3) A person guilty of an offence under this section is liable—

(a) on summary conviction in England and Wales, to a fine;

(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;

(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.]

Textual Amendments

F178 Ss. 1112, 1112A substituted for s. 1112 (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 102(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z40)

Modifications etc. (not altering text)

C179 S. 1112 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(c)} (with transitional provisions in Sch. 1 para. 2)

C180 Ss. 1112,1113 applied (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 16

C181 S. 1112 applied (with modifications) (26.6.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(1), 69

C182 Ss. 1112-1113 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C183 S. 1112 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(n) (with regs. 1(2), 3(c))

C184 S. 1112 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 69 (with reg. 60, Sch. 1 paras. 32, 34, 35) (as amended (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 42; S.I. 2024/269, reg. 2(a))

[F178 1112A False statements: aggravated offence U.K.

(1) It is an offence for a person knowingly to—

(a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or

(b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(3) 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 the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).]

Textual Amendments

F178 Ss. 1112, 1112A substituted for s. 1112 (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 102(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z40)

Modifications etc. (not altering text)

C185 S. 1112A applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 69 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 42(4); S.I. 2024/269, reg. 2(a))

[F179 1112B False statements offences: national security etc defence U.K.

(1) A person to whom a certificate is issued by the Secretary of State for the purposes of this section is not liable for the commission of any offence relating to the delivery to the registrar, or the making of a statement, that is misleading, false or deceptive.

(2) The Secretary of State may issue a certificate to a person for the purposes of this section only if satisfied that it is necessary for the person to engage in conduct amounting to such an offence—

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

(3) A certificate under this section may be revoked by the Secretary of State at any time.

(4) For the purposes of subsection (2)(b)—

(a) “crime” means conduct which—

(i) constitutes a criminal offence, or

(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and

(b) crime is “serious” if—

(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or

(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.]

Textual Amendments

F179 S. 1112B inserted (26.10.2023 for specified purposes, 15.1.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 103(3), 219(1)(2)(b); S.I. 2023/1206, reg. 3(d)

Modifications etc. (not altering text)

C186 S. 1112B applied (4.3.2024) by S.I. 2009/1804, reg. 60 (as amended by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 26; S.I. 2024/269, reg. 2(a))

1113 Enforcement of company's filing obligations U.K.

(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.

Modifications etc. (not altering text)

C180 Ss. 1112,1113 applied (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(3)(g)(ii), Sch. 4 para. 16

C182 Ss. 1112-1113 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)

C187 S. 1113 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(d)} (with transitional provisions in Sch. 1 para. 2)

C188 S. 1113 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 69 (with reg. 60, Sch. 1 paras. 32, 34, 35)

C189 S. 1113 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 4 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 38) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 11, 46 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

1114 Application of provisions about documents and delivery U.K.

(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 [F180 (but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar)].

(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.

Textual Amendments

F180 Words in s. 1114(1)(b) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 94(5), 219(1)(2)(b); S.I. 2024/269, reg. 2(z36)

Modifications etc. (not altering text)

C190 Ss. 1114-1119 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C191 Ss. 1114-1119 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 17(2)(g)} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C192 S. 1114(1) applied (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8(6), 47(2); S.I. 2018/1161, reg. 3(a)

Commencement Information

I31 S. 1114 wholly in force at 1.10.2009; s. 1114 not in force at Royal Assent, see s. 1300; s. 1114 in force for specified purposes at 1.1.2007 by S.I. 2006/3428, art. 2(2)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1114 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18) (as amended by S.I. 2009/1802, art. 18)

1115 Supplementary provisions relating to electronic communications U.K.

F181 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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.

Textual Amendments

F181 S. 1115(1) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 29(8), 219(1)(2)(b); S.I. 2024/269, reg. 2(w)

Modifications etc. (not altering text)

C193 Ss. 1114-1119 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C194 Ss. 1114-1119 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(g) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1116 Alternative to publication in the Gazette U.K.

(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 [F182 the company (or other body) to which the notice relates] is registered in England and Wales, Scotland or Northern Ireland;

(c) impose conditions as to the manner in which access to the notices is to be made available.

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

(5) Before starting to publish notices by means approved under this section the registrar must publish at least one notice to that effect in the Gazette.

(6) Nothing in this section prevents the registrar from giving public notice both in the Gazette and by means approved under this section.

In that case, the requirement of public notice is met when notice is first given by either means.

Textual Amendments

F182 Words in s. 1116(3)(b)(ii) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 15

Modifications etc. (not altering text)

C195 Ss. 1114-1119 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

Commencement Information

I32 S. 1116 wholly in force at 1.10.2009; s. 1116 not in force at Royal Assent, see s. 1300; s. 1116 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1116 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1117 Registrar's rules U.K.

(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).

Modifications etc. (not altering text)

C196 Ss. 1114-1119 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C197 S. 1117 applied by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 5 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {38})

C198 Ss. 1114-1119 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 17(2)(g)} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C199 S. 1117 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 40 (with regs. 1(2), 3(c))

Commencement Information

I33 S. 1117 wholly in force at 1.10.2009; s. 1117 not in force at Royal Assent, see s. 1300; s. 1117 in force for specified purposes at 1.1.2007 by S.I. 2006/3428, art. 2(2)(d) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1117 in force for further specified purposes at 6.4.2008 in accordance with S.I. 2007/3495, art. 3(2); s. 1117 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1118 Payments into the Consolidated Fund U.K.

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).

Modifications etc. (not altering text)

C200 Ss. 1114-1119 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C201 Ss. 1114-1119 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 17(2)(g)} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1119 Contracting out of registrar's functions U.K.

(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).

Modifications etc. (not altering text)

C202 Ss. 1114-1119 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C203 Ss. 1114-1119 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 17(2)(g)} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1120 Application of this Part to overseas companies U.K.

F183 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F183 S. 1120 omitted (1.10.2009) by virtue of The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 16

Commencement Information

I34 S. 1120 wholly in force at 1.10.2009; s. 1120 not in force at Royal Assent, see s. 1300; s. 1120 in force for specified purposes at 1.1.2007 by S.I. 2006/3428, art. 2(2)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1120 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)