Companies Act 2006

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

1093 Registrar's notice to resolve inconsistency [F1 on the register] U.K.

[F2 (1) Where it appears to the registrar that the information contained in a document delivered to the registrar is inconsistent with other information on the register, the registrar may give notice to the company to which the document relates—

(a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and

(b) requiring the company to take steps to resolve the inconsistency.

(2) The notice must—

(a) state the date on which it is issued, and

(b) require the delivery to the registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.]

[F2 (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 [F3 one-tenth of level 5 on the standard scale][F3 one-tenth of the greater of £5,000 or level 4 on the standard scale].

Textual Amendments

F1 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)

F2 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)

F3 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)

C1 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)) and as amended (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)) and as amended (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21)

C2 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)

C3 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))

1094 [F4 Administrative removal of material from the register] [F4 Removal of material from the register] U.K.

[F4 (1) The registrar may remove from the register anything that there was power, but no duty, to include.

(2) This power is exercisable, in particular, so as to remove—

(a) unnecessary material within the meaning of section 1074, and

(b) material derived from a document that has been replaced under—

• section 1076 (replacement of document not meeting requirements for proper delivery), or

• section 1093 (notice to remedy inconsistency on the register).

(3) This section does not authorise the removal from the register of—

(a) anything whose registration has had legal consequences in relation to the company as regards—

(i) its formation,

(ii) a change of name,

(iii) its re-registration,

(iv) its becoming or ceasing to be a community interest company,

(v) a reduction of capital,

(vi) a change of registered office,

(vii) the registration of a charge, F5 ...

(viii) its dissolution[F6 , or]

[F7 (ix) a change in its membership particulars of which were delivered to the registrar under section 128E (duty to notify registrar of changes while election to keep information on central register is in force);]

(b) an address that is a person's registered address for the purposes of section 1140 (service of documents on directors, secretaries and others).

(4) On or before removing any material under this section (otherwise than at the request of the company) the registrar must give notice—

(a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or

(b) to the company to which the material relates (if notice cannot be given under paragraph (a) and the identity of that company is known).

(5) The notice must—

(a) state what material the registrar proposes to remove, or has removed, and on what grounds, and

(b) state the date on which it is issued.]

[F4 (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

F4 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)

F5 Word in s. 1094(3)(a)(vii) omitted (30.6.2016) by virtue of Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 32(3)(a); S.I. 2016/321, reg. 6(c)

F6 Word in s. 1094(3)(a)(viii) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 32(3)(b); S.I. 2016/321, reg. 6(c)

F7 S. 1094(3)(a)(ix) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 32(3)(c); S.I. 2016/321, reg. 6(c)

Modifications etc. (not altering text)

C2 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)

C4 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)) and as amended (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)) and as amended (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21)

C5 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))

[F4 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

F4 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)

[F4 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

F4 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)

[F8 1095 Rectification of register on application to registrar U.K.

(1) The Secretary of State may make provision by regulations requiring the registrar, on application, to remove from the register material of a description specified in the regulations that—

(a) derives from anything invalid or ineffective or that was done without the authority of the company, or

(b) is factually inaccurate, or is derived from something that is factually inaccurate or forged.

(2) The regulations may make provision as to—

(a) who may make an application,

(b) the information to be included in and documents to accompany an application,

(c) the notice to be given of an application and of its outcome,

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

(e) how an application is to be determined.

(3) An application must—

(a) specify what is to be removed from the register and indicate where on the register it is, and

(b) be accompanied by a statement that the material specified in the application complies with this section and the regulations.

(4) If no objections are made to the application, the registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.

[F9 (4A) Subsections (4B) and (4C) apply, in place of subsection (4), in a case where—

(a) the material specified in the application is material naming a person—

(i) in a statement of a company's proposed officers as a person who is to be a director of the company, or

(ii) in a notice given by a company under section 167 or 167D as a person who has become a director of the company, and

(b) the application is made by or on behalf of the person named and is accompanied by a statement that the person did not consent to act as director of the company.

(4B) If the company provides the registrar with the necessary evidence within the time required by the regulations, the registrar must not remove the material from the register.

(4C) If the company does not provide the registrar with the necessary evidence within that time—

(a) the material is conclusively presumed for the purposes of this section to be derived from something that is factually inaccurate, and

(b) the registrar must accept the applicant's statement as sufficient evidence that the material should be removed from the register.

(4D) “The necessary evidence” is—

(a) evidence sufficient to satisfy the registrar that the person did consent to act as director of the company, plus

(b) a statement by the company that the evidence provided by it is true and is not misleading or deceptive in any material particular.]

(5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 1094(3), any person appearing to the court to have a sufficient interest may apply to the court for such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

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

Textual Amendments

F8 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)

F9 S. 1095(4A)-(4D) inserted (6.4.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 102(1), 164(1) (with s. 102(2)); S.I. 2016/321, reg. 3(a)

Modifications etc. (not altering text)

C2 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)

C6 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)) and as amended (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)) and as amended (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21)

C7 S. 1095 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 5 (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)))

Commencement Information

I1 S. 1095 wholly in force at 1.10.2009; s. 1095 not in force at Royal Assent, see s. 1300; s. 1095 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. 1095 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)

[F10 [F11 1095A. Rectification of register to resolve a discrepancy U.K.

(1) This section applies where—

(a) [F12 a material discrepancy] in information relating to a company is reported to the registrar under regulation 30A(2) [F13 or (2B)] of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (requirement to report discrepancies in information about beneficial ownership), and

(b) the registrar determines, having investigated F14 ... under regulation 30A(5) of those Regulations, that there is [F15 a material discrepancy].

(2) The registrar may remove material from the register if doing so is necessary to resolve the discrepancy.]]

Textual Amendments

F10 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)

F11 S. 1095A inserted (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 16(7)

F12 Words in s. 1095A(1)(a) substituted (1.4.2023) by The Money Laundering and Terrorist Financing (Amendment) (No. 2) Regulations 2022 (S.I. 2022/860), regs. 1(4), 16(a)(i)

F13 Words in s. 1095A(1)(a) inserted (1.4.2023) by The Money Laundering and Terrorist Financing (Amendment) (No. 2) Regulations 2022 (S.I. 2022/860), regs. 1(4), 16(a)(ii)

F14 Words in s. 1095A(1)(b) omitted (1.4.2023) by virtue of The Money Laundering and Terrorist Financing (Amendment) (No. 2) Regulations 2022 (S.I. 2022/860), regs. 1(4), 16(b)(i)

F15 Words in s. 1095A(1)(b) substituted (1.4.2023) by The Money Laundering and Terrorist Financing (Amendment) (No. 2) Regulations 2022 (S.I. 2022/860), regs. 1(4), 16(b)(ii)

Modifications etc. (not altering text)

C8 S. 1095A applied (with modifications) by S.I. 2009/1804, reg. 67 (as amended (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 17(4))

C9 S. 1095A applied (with modifications) by S.I. 2009/2436, regs. 3-5, Sch. 1 para. 20(1)(f) (as inserted (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 18(b))

C10 S. 1095A applied (with modifications) by S.I. 2017/694, reg. 67A (as inserted (10.1.2020) by The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (S.I. 2019/1511), regs. 1(2), 20(3))

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.

[F16 (3) The court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 1094(3) unless satisfied—

(a) that the presence of the material on the register has caused, or may cause, damage to the company, and

(b) that the company's interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register.]

[F16 (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.

[F17 (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—

[F18 (a) the provisions of Part 15 relating to the revision of defective accounts and reports, or]

(b) section [F19 859M (rectification of register)].

Textual Amendments

F16 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)

F17 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)

F18 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)

F19 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)

C2 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)

C11 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)) and as amended (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)) and as amended (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 Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 38; S.I. 2024/269, reg. 2(a))

C12 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))

C13 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)

C2 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)

C14 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))

C15 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))

C16 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))

[F20 1097A Rectification of register relating to company registered office U.K.

[F21 (1) The Secretary of State may make provision by regulations requiring the registrar, on application, to change the address of a company's registered office if the registrar is satisfied that the company is not authorised to use the address.]

[F21 (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.]

[F22 (2) The applicant and the company must provide such information as the registrar may require for the purposes of determining such an application.]

(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,

[F23 (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 [F24 and of its outcome] [F24 or that the registrar is considering the exercise of powers under the regulations],

[F25 (ca) the notice to be given of any decision under the regulations,]

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

[F26 (e) how an application is to be determined, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the company is authorised to use the address,]

[F26 (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,]

[F27 (f) the referral of the application, or any question relating to the application, by the registrar for determination by the court,]

[F27 (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 [F28 (which need not be an appropriate address within the meaning given by section 86(2))],

[F29 (ha) the period for which a company is permitted to have the default address as its registered office,]

[F30 (i) the effect of the registration of any change.]

[F30 (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)).]

[F31 (4) Subject to further provision which may be made by virtue of subsection (3)(i), the change takes effect upon it being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.]

[F32 (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.

[F33 (6) The applicant or the company may appeal the outcome of an application under this section to the court.]

[F33 (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

F20 S. 1097A inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 99(1), 164(3)(h)(ii)

F21 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)

F22 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)

F23 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)

F24 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)

F25 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)

F26 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)

F27 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)

F28 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)

F29 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)

F30 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)

F31 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)

F32 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)

F33 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)

C17 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)) and as amended (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)) and as amended (6.4.2016) by The Companies (Address of Registered Office) Regulations 2016 (S.I. 2016/423), regs. 1(1), 21)

[F34 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

F34 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)

[F35 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

F35 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)

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 [F36 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

F36 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)

C16 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))

C18 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

C19 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