Companies Act 2006

Registration of particulars U.K.

1046 Duty to register particulars U.K.

(1) The Secretary of State may make provision by regulations requiring an overseas company—

(a) to deliver to the registrar for registration a return containing specified particulars, and

(b) to deliver to the registrar with the return specified documents.

(2) The regulations—

(a) must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and

(b) may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and

(c) may, in any case, require the registration of particulars in such other circumstances as may be specified.

(3) In subsection (2)—

• “branch” means a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC);

• “Gibraltar company” means a company incorporated in Gibraltar.

(4) The regulations may provide that where a company has registered particulars under this section and any alteration is made—

(a) in the specified particulars, or

(b) in any document delivered with the return,

the company must deliver to the registrar for registration a return containing specified particulars of the alteration.

(5) The regulations may make provision—

(a) requiring the return under this section to be delivered for registration to the registrar for a specified part of the United Kingdom, and

(b) requiring it to be so delivered before the end of a specified period.

(6) The regulations may make different provision according to—

(a) the place where the company is incorporated, and

(b) the activities carried on (or proposed to be carried on) by it.

This is without prejudice to the general power to make different provision for different cases.

[F1 (6A) Where regulations under this section require an overseas company to deliver to the registrar for registration—

(a) a service address for an officer of the company, or

(b) the address of the principal office of an officer of the company,

the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.]

[F2 (6B) Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection.

(6C) The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.]

(7) In this section “specified” means specified in the regulations.

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

Textual Amendments

F1 S. 1046(6A) 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. 98, 219(1)(2)(b)

F2 S. 1046(6B)(6C) 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. 99, 219(1)(2)(b)

Commencement Information

I1 S. 1046 wholly in force at 1.10.2009; s. 1046 not in force at Royal Assent, see s. 1300; s. 1046 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. 1046 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(q) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1047 Registered name of overseas company U.K.

(1) Regulations under section 1046 (duty to register particulars) must require an overseas company that is required to register particulars to register its name.

(2) This may be—

(a) the company's corporate name (that is, its name under the law of the country or territory in which it is incorporated) or

(b) an alternative name specified in accordance with section 1048.

F3 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) F4 ... The following provisions of Part 5 (a company's name) apply in relation to the registration of the name of an overseas company—

(a) section 53 (prohibited names);

[F5 (aa) section 53A (names for criminal purposes);]

(b) sections 54 to 56 (sensitive words and expressions);

[F6 (bza) section 56A (names suggesting connection with foreign governments etc);]

[F7 (ba) section 57 (permitted characters etc);]

[F8 (bb) section 57A (names containing computer code);]

[F9 (bc) section 57B (restriction on re-registering name following direction).]

[F10 (bd) section 57C (names that another company has been directed to change);]

(c) section 65 (inappropriate use of indications of company type or legal form);

(d) sections 66 to 74 (similarity to other names);

(e) section 75 (provision of misleading information etc);

(f) section 76 (misleading indication of activities).

[F11 (g) section 76A (power to direct change of name used for criminal purposes);]

[F12 (h) section 76B (direction to change name wrongly registered);]

[F13 (i) section 76C (registrar’s power to change name containing computer code);

(j) section 76D (registrar’s power to change name for failure to comply with direction).]

F14 (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) Any reference in the provisions mentioned in subsection (4) F15 ... to a change of name shall be read as a reference to registration of a different name under section 1048.

Textual Amendments

F3 S. 1047(3) 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. 14(a); 2020 c. 1, Sch. 5 para. 1(1)

F4 Words in s. 1047(4) 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. 14(b)(i); 2020 c. 1, Sch. 5 para. 1(1)

F5 S. 1047(4)(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. 8(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(d)

F6 S. 1047(4)(bza) 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. 9(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(e)

F7 S. 1047(4)(ba) inserted (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. 14(b)(ii); 2020 c. 1, Sch. 5 para. 1(1)

F8 S. 1047(4)(bb) 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. 10(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(f)

F9 S. 1047(4)(bc) 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. 11(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(g)

F10 S. 1047(4)(bd) 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. 12(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(h)

F11 S. 1047(4)(g) 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. 17(5), 219(1)(2)(b); S.I. 2024/269, reg. 2(m)

F12 S. 1047(4)(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. 18(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(n)

F13 S. 1047(4)(i)(j) 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. 21(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(q)

F14 S. 1047(5) 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. 14(c); 2020 c. 1, Sch. 5 para. 1(1)

F15 Words in s. 1047(6) 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. 14(d); 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I2 S. 1047 wholly in force at 1.10.2009; s. 1047 not in force at Royal Assent, see s. 1300; s. 1047 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. 1047 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(q) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1048 Registration under alternative name U.K.

(1) An overseas company that is required to register particulars under section 1046 may at any time deliver to the registrar for registration a statement specifying a name, other than its corporate name, under which it proposes to carry on business in the United Kingdom.

(2) An overseas company that has registered an alternative name may at any time deliver to the registrar of companies for registration a statement specifying a different name under which it proposes to carry on business in the United Kingdom (which may be its corporate name or a further alternative) in substitution for the name previously registered.

(3) The alternative name for the time being registered under this section is treated for all purposes of the law applying in the United Kingdom as the company's corporate name.

(4) This does not—

(a) affect the references in this section or section 1047 to the company's corporate name,

(b) affect any rights or obligation of the company, or

(c) render defective any legal proceedings by or against the company.

(5) Any legal proceedings that might have been continued or commenced against the company by its corporate name, or any name previously registered under this section, may be continued or commenced against it by its name for the time being so registered.

[F16 1048A Registered addresses of an overseas company U.K.

(1) The Secretary of State may by regulations make provision requiring an overseas company that is required to register particulars under section 1046 to deliver to the registrar for registration—

(a) a statement specifying an address in the United Kingdom that is an appropriate address for the company;

(b) a statement specifying an appropriate email address for the company.

(2) The regulations may include provision—

(a) allowing an overseas company to change the address or email address for the time being registered for it under the regulations;

(b) requiring an overseas company to ensure that the address or email address for the time being registered for it under the regulations is an appropriate address or appropriate email address.

(3) The regulations may include—

(a) provision for information contained in a statement specifying an appropriate email address to be withheld from public inspection;

(b) provision corresponding or similar to any provision made by section 1097A (rectification of register relating to a company’s registered office) or to provision that may be made by regulations made under that section.

(4) In this section—

• “appropriate address” has the meaning given by section 86(2);

• “appropriate email address” has the meaning given by section 88A(2).

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

Textual Amendments

F16 S. 1048A 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. 100(2), 219(1)(2)(b)

[F17 1048B Identity verification of directors U.K.

(1) This section applies in relation to an overseas company that is required to register particulars under section 1046.

(2) The Secretary of State may by regulations make provision for the purpose of ensuring that each individual who is a director of such a company is an individual whose identity is verified (see section 1110A).

(3) The regulations may include provision—

(a) requiring the delivery of statements or other information to the registrar;

(b) for statements or other information delivered to the registrar under the regulations to be withheld from public inspection;

(c) applying section 167M (prohibition on director acting unless ID verified), with or without modifications;

(d) applying section 1110C (exemption from identity verification: national security grounds), with or without modifications.

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

Textual Amendments

F17 S. 1048B 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. 101, 219(1)(2)(b)