The registrars shall be appointed by the Secretary of State.

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.

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.

F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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.

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

Regulations under F177this sectionF177subsection (1) are subject to negative resolution procedure.

Fees received by the registrar are to be paid into the Consolidated Fund.

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

The notice must state the name and registered number of the company and the date of issue of the certificate.

The registrar shall allocate to every company a number, which shall be known as the company's registered number.

Companies' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.

The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.

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.

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.

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.

The registrar shall allocate to every F19UK establishment of an overseas company whose particulars are registered under section 1046 a number, which shall be known as F20the UK establishment's registered number.

F21The 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.

The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.

A change of F22the registered number of a UK establishment has effect from the date on which the company is notified by the registrar of the change.

For a period of three years beginning with that date any requirement to disclose F23the 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.

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.

Regulations under this section are subject to affirmative resolution procedure.

In this section “corporate officer” means an officer that is not an individual.

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

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

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

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

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.

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

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.

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

The registrar must secure that F207an enhanced disclosure document (see section 1078) may be delivered to the registrar by electronic means.

The power conferred by this section does not authorise the registrar to require documents to be delivered by electronic means (see section 1069).

But the power conferred by this section does authorise the registrar to require any document permitted or required to be delivered to the registrar under Chapter 2A of Part 8 (option to keep membership information on central register) to be delivered by electronic means.

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.

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.

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.

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.

Regulations under this section are subject to affirmative resolution procedure.

An agreement under this section may relate to all or any description of documents to be delivered to the registrar.

Documents in relation to which an agreement is in force under this section must be delivered in accordance with the agreement.

A document is not delivered to the registrar until it is received by the registrar.

Provision may be made by registrar's rules as to when a document is to be regarded as received.

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).

The registrar may accept (and register) a document that does not comply with the requirements for proper delivery.

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).

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.

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

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.

This section applies where a document delivered to the registrar contains unnecessary material.

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.

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.

A document delivered to the registrar may be corrected by the registrar if it appears to the registrar to be incomplete or internally inconsistent.

This section applies in relation to documents delivered under Part 25 (company charges) by a person other than the company F31(or other body) as if the references to the company F31(or other body) were to the company F31(or other body) or the person by whom the document was delivered.

A document that is corrected under this section is treated, for the purposes of any enactment relating to its delivery, as having been delivered when the correction is made.

The power conferred by this section is not exercisable if the document has been registered under section 1073 (power to accept documents not meeting requirements for proper delivery).

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.

This section does not apply where the original document was delivered under Part 25 (company charges) (but see F45section 859M (rectification of register)).

The notice must state the name and registered number of the company, the description of document and the date of receipt.

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.

F142The enhanced disclosure documents are as follows.

F62...

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.

• F149 Accounts and reports etc

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

• F441A. 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. F95Any 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.

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).

• F11812. 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 F158section 899, 900, 901F or 901J in respect of a compromise or arrangement to which Part 27 (mergers and divisions of public companies) applies.

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).

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.

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.

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.

Regulations under subsection (5) are subject to negative resolution procedure.

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.

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

Information deriving from F170an enhanced disclosure document (see section 1078) delivered to the registrar, must be kept by the registrar in electronic form.

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.

The records kept by the registrar must be such that information relating to a company F34or other registered body is associated with F35that body, in such manner as the registrar may determine, so as to enable all the information relating to F36the body to be retrieved.

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.

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.

A note may be removed if it no longer serves any useful purpose.

Notes placed in the register in accordance with subsection (1) F137F195or (1A), or in pursuance of regulations under subsection (2) F201or of any other enactment, are part of the register for all purposes of the Companies Acts.

Regulations under this section are subject to negative resolution procedure.

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—

  1. a

     carrying out unlawful activities, or

  2. b

     facilitating the carrying out by others of unlawful activities.

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

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.

The regulations may make different provision for different descriptions of person and different descriptions of document.

Regulations under this section are subject to affirmative resolution procedure.

The registrar is under no obligation to keep the originals of documents delivered in electronic form, provided the information contained in them has been F37recorded.

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

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.

Records in respect of which such a direction is given shall be disposed of under the enactments relating to that Office and the rules made under them.

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.

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.

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.

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

This section has effect subject to section 1087ZA (required particulars available for public inspection for limited period).

This section does not extend to Scotland.

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.

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.

Regulations under this section are subject to affirmative resolution procedure.

Any person may inspect the register.

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).

This section has effect subject to section 1087 (material not available for public inspection) F181and section 1087ZA (required particulars available for public inspection for limited period).

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).

Any person may require a copy of any material on the register F197that is available for public inspection.

The fee for any such copy of material derived from F200an enhanced disclosure document (see section 1078), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.

This section has effect subject to section 1087 (material not available for public inspection) F138and section 1087ZA (required particulars available for public inspection for limited period).

A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

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.

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.

The notice or document, and any record of the information contained in the notice or document, must not be made available by the registrar for public inspection after the expiration of ten years beginning with the date on which the company is dissolved.

The power in section 1084(2) (power of registrar to direct that records of a company that has been dissolved may be removed to the Public Record Office etc) may not be exercised in relation to the notice or document, or any record of the information contained in the notice or document, before the expiration of ten years beginning with the date on which the company is dissolved.

Subsection (2) does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

“DOB information” is information as to the day of the month (but not the month or year) on which a relevant person was born.

Information about a person does not cease to fall within subsection (1) when he or she ceases to be a relevant person and, to that extent, references in this section to a relevant person include someone who used to be a relevant person.

Nothing in subsection (1) obliges the registrar to check other documents or (as the case may be) other parts of the document to ensure the absence of DOB information.

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

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.

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.

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

Subsections (3) to (8) of section 243 (permitted use or disclosure of directors' residential addresses etc by the registrar) apply for the purposes of subsection (2) as for the purposes of that section (reading references there to protected information as references to restricted DOB information).

This section does not apply to restricted DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register if an application under regulations made under section 790ZG (regulations for protecting PSC particulars) has been granted with respect to that information and not been revoked.

“ Restricted DOB information ” means information falling within section 1087A(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”).

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

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).

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

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

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).

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

The Secretary of State may make provision by regulations requiring the registrar, on application, to make an address on the register unavailable for public inspection.