The Registrar of Companies and Applications for Striking Off Regulations 2009

Applications to rectify: further requirements, objections and notices to be issued by the registrar U.K.

5.—(1) An application to the registrar under regulation 4 must, in addition to satisfying the requirements of section 1095(3) of the Companies Act 2006—

(a) state the applicant's name and address;

(b) where the application is an application referred to in regulation 4(5) or (6), confirm that the applicant is the company or (as the case may be) the overseas company to which the relevant material which is the subject of the application relates;

[F1 (ba) where the applicant is making the application in reliance on regulation 4(7A)—

(i) confirm that the person named in the relevant material which is the subject of the application has consented to the applicant making the application on that person’s behalf; or

(ii) explain the basis on which the applicant is otherwise entitled to make the application on that person’s behalf;]

(c) in any other case, state whether the applicant is a person mentioned in regulation 4(7)(a), a person mentioned in regulation 4(7)(b) or a person mentioned in regulation 4(7)(c); and

(d) state whether the relevant material which is the subject of the application—

(i) derives from anything invalid or ineffective;

(ii) derives from anything that was done without the authority of the company or overseas company to which the material relates;

(iii) is factually inaccurate or is derived from something that is factually inaccurate; or

(iv) is derived from something that is forged.

(2) Where the application is an application referred to in regulation 4(5), the registrar must give notice of the application to—

(a) the person who delivered the standard form mentioned in that regulation to the registrar (but only if the registrar knows the identity and name and address of that person);

(b) every person who (to the registrar's knowledge) was a director or secretary of the company at the time when the application was delivered to the registrar; and

(c) the company at the address of its registered office.

(3) Where the material which is the subject of the application relates to a company (rather than an overseas company), but the application is not an application referred to in regulation 4(5), the registrar must give notice of the application to—

(a) every person mentioned in regulation 4(7) whose identity and name and address the registrar knows (other than the applicant); and

(b) every person who (to the registrar's knowledge) was a director or secretary of the company at the time when the application was delivered to the registrar.

(4) Where the application is an application referred to in regulation 4(6), the registrar must give notice of the application to—

(a) the person who delivered the standard form mentioned in that regulation to the registrar (but only if the registrar knows the identity and name and address of that person);

(b) every person registered under regulation 4 or 13 of the Overseas Companies Regulations 2009, at the time when the application was delivered to the registrar, as a director or secretary of the overseas company;

(c) the persons mentioned in paragraph (6); and

(d) the overseas company.

(5) Where the material which is the subject of the application relates to an overseas company, but the application is not an application referred to in regulation 4(6), the registrar must give notice of the application to—

(a) every person mentioned in regulation 4(7) whose identity and name and address the registrar knows (other than the applicant);

(b) every person registered under regulation 4 or 13 of the Overseas Companies Regulations 2009, at the time when the application was delivered to the registrar, as a director or secretary of the overseas company; and

(c) the persons mentioned in paragraph (6).

(6) The persons are—

(a) every person registered under regulation 4 or 13 of the Overseas Companies Regulations 2009, at the time when the application was delivered to the registrar, as a person authorised to accept service of documents on behalf of the overseas company in respect of a UK establishment of the company; and

(b) every person registered under regulation 4 or 13 of those Regulations, at the time when the application was delivered to the registrar, as a permanent representative of the overseas company in respect of a UK establishment of the company.

(7) Where the material which is the subject of the application is material that was included in, or is derived from material that was included in, a relevant overseas company form described in regulation 4(4)(a)(ii) or (iii) or regulation 4(4)(b)(ii), (iii) or (iv), the notice which the registrar is required by paragraph (4) or (5) to give to the overseas company must be given to the company at the address which was, at the time when the application was delivered to the registrar, registered under regulation 4 or 13 of the Overseas Companies Regulations 2009 as the address of the company's UK establishment to which the material relates (and notice need not be given to the company at any other address).

(8) The notice given by the registrar under paragraph (2), (3), (4) or (5) must—

(a) where the material which is the subject of the application relates to a company (rather than an overseas company), state the name and registered number of the company to which the material relates;

(b) where the material which is the subject of the application relates to an overseas company, state the overseas company's name registered under regulation 4 or 13 of the Overseas Companies Regulations 2009 or section 1048 of the Companies Act 2006 and its registered number allocated under section 1066 of that Act;

(c) where the material which is the subject of the application is material that was included in, or is derived from material that was included in, a relevant overseas company form described in regulation 4(4)(a)(ii) or (iii) or regulation 4(4)(b)(ii), (iii) or (iv), state the registered number allocated under section 1067 M1 of the Companies Act 2006 to the UK establishment to which the material relates;

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

(e) state the information provided to the registrar under paragraph (1)(d);

(f) state the date on which the notice is issued;

(g) give particulars of the recipient's right to object to the application and the requirements applying to that right under paragraphs (10) and (11);

(h) explain the effect of paragraph (13); and

(i) explain the effect of regulation 4(1) [F2 and (1A)(b)] and of section 1095(4) of the Companies Act 2006.

(9) An objection to an application under regulation 4 may be made to the registrar by any person.

(10) An objection must be made by giving notice in writing to the registrar, and the notice must state the name and address of the person making the objection and identify the application to which the objection relates.

(11) A person to whom notice of an application was given under paragraph (2), (3), (4) or (5) and who wishes to object to the application must do so before the end of the period of 28 days beginning with the date on which that notice was issued (as stated in the notice).

(12) The registrar must not take account of an objection made by any other person after the end of the period of 28 days beginning with the date on which the notices under paragraph (2), (3), (4) or (5) were issued.

(13) If a valid objection is made to the application, the registrar must reject the application.

(14) When a valid objection is made, the registrar must also—

(a) send an acknowledgment of receipt to the person who made the objection;

(b) notify the applicant of the fact that an objection has been made; and

(c) notify every other person to whom the registrar gave notice under paragraph (2), (3), (4) or (5) (but not the person who made the objection or any other person who has made an objection).

(15) If no valid objection is made, the registrar must notify the applicant of that fact.

[F3 (15A) Paragraphs (15B) to (15F) apply in a case mentioned in section 1095(4A) of the Companies Act 2006 (but not in any other case), in place of paragraphs (8)(g) to (i) and (9) to (15).

(15B) The notice of the application given by the registrar under paragraph (3) must—

(a) give particulars of—

(i) the right of the company to which the application relates to provide the registrar with evidence that the person named in the material did consent to act as a director of the company; and

(ii) the requirements applying to that right under paragraph (15C); and

(b) explain the effect of regulation 4(1) and (1A)(a), paragraph (15F) of this regulation and section 1095(4B) and (4C) of the Companies Act 2006.

(15C) If the company to which the application relates wishes to provide the registrar with evidence that the person named in the material did consent to act as a director of the company, it must, before the end of the period of 28 days beginning with the date on which the registrar’s notice under paragraph (3) was issued (as stated in the notice)—

(a) provide the registrar with the evidence in writing (and identify the application to which the evidence relates); and

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

(15D) If the registrar is provided by the company with evidence and a statement as mentioned in paragraph (15C), the registrar must send an acknowledgement of receipt to the company.

(15E) The registrar must notify the applicant and every person to whom a notice was given under paragraph (3) of the outcome of the application.

(15F) If the outcome of the application is that the registrar does not remove the material from the register, the notice to the applicant under paragraph (15E) must be accompanied by a copy of the evidence provided by the company to the registrar under paragraph (15C)(a).]

(16) In this regulation “UK establishment” has the meaning given in section 1067(6) of the Companies Act 2006 M2 .

Textual Amendments

F1 Reg. 5(1)(ba) inserted (6.4.2016) by The Registrar of Companies and Applications for Striking Off (Amendment) Regulations 2016 (S.I. 2016/441), regs. 1, 2(3)(a)

F2 Words in reg. 5(8)(i) inserted (6.4.2016) by The Registrar of Companies and Applications for Striking Off (Amendment) Regulations 2016 (S.I. 2016/441), regs. 1, 2(3)(b)

F3 Reg. 5(15A)-(15F) inserted (6.4.2016) by The Registrar of Companies and Applications for Striking Off (Amendment) Regulations 2016 (S.I. 2016/441), regs. 1, 2(3)(c)

Marginal Citations

M1 Section 1067 was amended by article 5 of S.I. 2009/1802.

M2 Section 1067(6) was inserted by article 5 of S.I. 2009/1802.